UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from to

 PLUM

 (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)

 Registrant's
telephone number, including area code: (415) 683-6773

 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:

 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

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes No

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

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

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 definition of "large accelerated filer," "accelerated filer, "smaller
reporting company" and "emerging growth company" in Rule 12b-2of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act). Yes No

 The aggregate
market value of the registrant's common equity held by non-affiliates of the registrant as of June 30, 2023 (the last business
day of the registrants most recently completed second fiscal quarter), was approximately $ 55,000,853 (based on the closing sales price
of the ordinary shares on June 30, 2023 of $10.52)

 As of February
26, 2024, 11,236,002 Class A ordinary shares, and 0 Class B ordinary shares, par value $0.0001 per share (the "Class B
ordinary shares"), were issued and outstanding.

 Documents
Incorporated by Reference: None.

 TABLE
OF CONTENTS

 Page

 CERTAIN
 TERMS

 iii

 CAUTIONARY
 NOTE REGARDING FORWARD-LOOKING STATEMENTS

 iv

 SUMMARY
 OF RISK FACTORS

 v

 PART
 I

 Item
 1.

 Item 1A.

 Risk
 Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls
 and Procedures

 Item 9B.

 Other
 Information

 Item 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10.

 Directors,
 Executive Officers and Corporate Governance Directors and Executive Officers

 Item 11.

 Executive
 Compensation

 Item 12.

 Security
 Ownership of Certain Beneficial Owners and management and Related Shareholder Matters

 Item 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item 15.

 Exhibits,
 Financial Statement Schedules

 Item 16.

 Form
 10-K Summary

 i

 PLUM

 Explanatory
Note

 General

 Plum Acquisition Corp. I ("Plum," "Company,"
"we," "us," or "our, unless context dictates otherwise) is filing this Annual Report on Form 10-K for the
year ended December 31, 2023 (this "Report," "Form 10-K," or "Annual Report"). This Form 10-K contains
our audited financial statements for the year ended December 31, 2023, as well as restates certain financial information and related footnote
disclosures in the Company's previously issued unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the SEC on May 23,
2023, August 21, 2023 and November 22, 2023 (collectively, the "Affected Periods").

 Background
of Restatement

 On
February 10, 2024, the Company's management and the audit committee of the Company's board of directors (the "Audit
Committee"), concluded that the Company's previously issued unaudited interim financial statements included in the Company's
Quarterly Report on Form 10-Q for the Affected Periods ("Original Quarterly Reports") should be restated and no longer be
relied upon due to misstatements in (i) debt discount, subscription liability, additional paid-in capital and accumulated deficit on
the Company's condensed balance sheet as of March 31, 2023, June 30, 2023 and September 30, 2023 and (ii) change in fair value
of subscription liability and interest expense – debt discount on the Company's condensed statements of operations for the
three months ended March 31, 2023, three and six months ended June 30, 2023 and three and nine months ended September 30, 2023. As such,
the Company is restating the Company's financial statements for the Affected Periods in this Form 10-K.

 The
restatement does not have an impact on the Company's cash position or amount held in the trust account.

 The
financial information that has been previously filed or otherwise reported for the Affected Periods is superseded by the information
in this Form 10-K, and the financial statements and related financial information contained in the Original Quarterly Reports should
no longer be relied upon. On February 14, 2024, the Company filed a Current Report on Form 8-K disclosing the Audit Committee's
conclusion that the unaudited interim financial statements for the Affected Periods should no longer be relied upon.

 Internal
Control Considerations

 In
connection with the restatement, management has re-evaluated the effectiveness of the Company's disclosure controls and procedures
and internal control over financial reporting as of March 31, 2023, June 30, 2023, and September 30, 2023. The Company's management
has concluded that, in light of the misstatement described above, and the filing of the Original Quarterly Reports, a material weakness
exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures
were not effective. For a discussion of management's consideration of our disclosure controls and procedures, internal controls
over financial reporting, and the material weaknesses identified, see Part II, Item 9A, "Controls and Procedures" of this
Form 10-K.

 ii

 CERTAIN
TERMS

 Unless
otherwise stated in this Annual Report on Form 10-K (this "Report"), or the context otherwise requires, references to:

 "combination
 period" means the period following the completion of our initial public offering at the end of which, if we have not completed
 our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate
 amount then on deposit in the trust account, including interest, divided by the number of then outstanding public shares, subject
 to applicable law and certain conditions and as further described herein. The combination period ends March 18, 2024, or up to three
 additional months from that date, if extended by our Board, pursuant to our amended and restated articles of association;

 "amended and restated
 memorandum and article of association" are to the amended and restated memorandum and articles of association that the company
 adopted prior to the consummation of the initial public offering, as further amended March 15, 2023;

 "Companies
 Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

 "directors"
 are to our current directors;

 "founder
shares" are to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to the initial public
offering and the Class A ordinary shares that were issued upon the conversion of the Class B ordinary shares in connection
with the extraordinary general meeting held on September 13, 2023, at which shareholders voted upon a proposal to extend the date by
which we must consummate an initial business combination from March 18, 2023, to June 18, 2024 (for the avoidance of doubt, such Class A
ordinary shares are not "public shares");

 "initial
 shareholders" are to all our shareholders immediately prior to the date of this report,
 including all our officers and directors to the extent they hold ordinary shares;

 "management"
 or our "management team" are to our executive officers and directors;

 "ordinary
 shares" are to our Class A ordinary shares and our Class B ordinary shares;

 "private
 placement warrants" are to the warrants issued to our Sponsor in a private placement
 simultaneously with the closing of the initial public offering and upon conversion of working
 capital loans, if any;

 "public
 shares" are to our Class A ordinary shares sold as part of the units;

 "public
 shareholders" are to the holders of our public shares, including our Sponsor and management
 team to the extent our Sponsor and/or members of our management team purchase public shares,
 provided that our sponsor's and each member of our management team's status as
 a "public shareholder" will only exist with respect to such public shares

 "sponsor"
 are to Plum Partners, LLC, a Delaware limited liability company;

 "warrants"
 are to our redeemable warrants, which includes the public warrants as well as the private
 placement warrants to the extent that they are no longer held by the initial purchasers of
 the private placement warrants or their permitted transferees; and

 "we,"
 "us," "our," "company" or "our company" are
 to Plum Acquisition Corp. I, a Cayman Islands exempted company.

 iii

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report, including, without limitation, statements under the heading "management's Discussion and Analysis of Financial Condition
and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act"). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes,"
"estimates," "anticipates," "expects," "intends," "plans," "may,"
"will," "potential," "projects," "predicts," "continue," or "should,"
or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not
materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate
any acquisition or other business combination and any other statements that are not statements of current or historical facts. These
statements are based on management's current expectations, but actual results may differ materially due to various factors, including,
but not limited to:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

 our
 expectations around the performance of a prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or
 directors following our initial business combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts
 of interest with our business or in approving our initial business combination;

 our
 potential ability to obtain additional financing to complete our initial business combination
 and continue as a going concern;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential business combination
 opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the use of proceeds not held
 in the trust account or available to us from interest income on the trust account balance; or

 the trust account not being
 subject to claims of third parties.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurances that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws. These risks and others described under "Risk Factors" may not be exhaustive.

 iv

 SUMMARY
OF RISK FACTORS

 The following
is a summary of the principal risks described below in Part I, Item 1A "Risk Factors" in this Annual Report on Form 10-K.
We believe that the risks described in the "Risk Factors" section are material to investors, but other factors not presently
known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered
an exhaustive summary of the material risks facing us, and it should be read in conjunction with the "Risk Factors" section
and the other information contained in this Annual Report on Form 10-K.

 We
 may not be able to complete the Business Combination (as defined below) pursuant to the Business
 Combination Agreement (as defined below). If we are unable to do so, we will incur substantial
 costs associated with withdrawing from the transaction and may not be able to find additional
 sources of financing to cover those costs.

 We
 have no operating history and no revenues, and you have no basis on which to evaluate our
 ability to achieve our business objective.

 Past
 performance by our management team or their respective affiliates may not be indicative of
 future performance of an investment in us.

 Our
 shareholders may not be afforded an opportunity to vote on our proposed initial business
 combination, which means we may complete our initial business combination even though a majority
 of our shareholders do not support such a combination.

 Your
 only opportunity to affect the investment decision regarding a potential business combination
 may be limited to the exercise of your right to redeem your shares from us for cash.

 If
 we seek shareholder approval of our initial business combination, our initial shareholders
 have agreed to vote in favor of such initial business combination, regardless of how our
 public shareholders' vote.

 The
 ability of our public shareholders to redeem their shares for cash may make our financial
 condition unattractive to potential business combination targets, which may make it difficult
 for us to enter into a business combination with a target.

 The
 ability of our public shareholders to exercise redemption rights with respect to a large
 number of our shares may not allow us to complete the most desirable business combination
 or optimize our capital structure.

 The
 requirement that we consummate an initial business combination within the combination period
 may give potential target businesses leverage over us in negotiating a business combination
 and may limit the time we have in which to conduct due diligence on potential business combination
 targets, in particular as we approach our dissolution deadline, which could undermine our
 ability to complete our initial business combination on terms that would produce value for
 our shareholders.

 Certain
 of our officers and directors have direct and indirect economic interests in us and/or our
 Sponsor after the consummation of the initial public offering and such interests may potentially
 conflict with those of our public shareholders as we evaluate and decide whether to recommend
 a potential business combination to our public shareholders.

 v

 If
 we seek shareholder approval of our initial business combination, our Sponsor, executive
 officers, directors, or their affiliates may elect to purchase public shares or warrants,
 which may influence a vote on a proposed business combination and reduce the public "float"
 of our Class A ordinary shares or public warrants.

 If
 a shareholder fails to receive notice of our offer to redeem our public shares in connection
 with our initial business combination or fails to comply with the procedures for tendering
 its shares, such shares may not be redeemed.

 You
 will not have any rights or interests in funds from the trust account, except under certain
 limited circumstances. Therefore, to liquidate your investment, you may be forced to sell
 your public shares or warrants, potentially at a loss.

 Nasdaq
 may delist our securities from trading on its exchange, which could limit investors'
 ability to make transactions in our securities and subject us to additional trading restrictions.

 You
 will not be entitled to protections normally afforded to investors of many other blank check
 companies.

 of our limited resources and the significant competition for business combination opportunities,
 it may be more difficult for us to complete our initial business combination. If we have
 not consummated our initial business combination within the required time period, our public
 shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,
 on the liquidation of our trust account and our warrants will expire worthless.

 If
 the net proceeds of the IPO and the sale of the private placement warrants and subsequent
 financings not being held in the trust account are insufficient to allow us to operate for
 the combination period, it could limit the amount available to fund our search for a target
 business or businesses and our ability to complete our initial business combination, and
 we will depend on loans from our Sponsor, its affiliates or members of our management team
 to fund our search and to complete our initial business combination.

 We have identified two material
 weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal
 control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely
 affect investor confidence in us and materially and adversely affect our business and operating results.

 Our
 ability to maintain sufficient liquidity to continue operating, including our ability to
 raise additional capital and take measures to conserve liquidity and our proximity to our
 liquidation date expresses substantial doubt about our ability to continue as a "going
 concern."

 The
 SEC has recently issued rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination
 target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete
 our initial business combination and may constrain the circumstances under which we could complete an initial business combination.

 vi

 PART
I

 Item 1.

 Our
Company

 Plum
Acquisition Corp. I (the "Company" or "Plum") is a blank check company, incorporated as a Cayman Islands exempted
company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business
combination with one or more businesses, which we refer to throughout this Report as our initial business combination.

 Ursula
Burns, Kanishka Roy and Mike Dinsdale established Plum with the mission of creating a platform, built by operators for operators, to
enable great private companies to become outstanding public companies and listed stocks. We believe there is an opportunity to create
replicable infrastructure to launch multiple SPACs, featuring different members of our large extended team over time. We seek to establish
ourselves as the first-stop SPAC platform for high-quality companies in the US and Europe that can benefit from our large 48-person extended
team, our decades of operational experience leading technology companies, our direct access to Fortune-500 company partnerships,
help with internationalization, and our proprietary Accelerating Through the Bell operational playbook that helps companies
list and grow in the public markets. Our platform is also aligned with the incentives and outcome of investors as we are funding all
our risk capital internally as a sign of confidence and commitment to a successful outcome.

 We
have founded, led, advised, and invested in companies that have invented entire sectors, scaled to become market leaders, and delivered
exceptional returns for investors. Through these experiences, we have developed a deep respect for leaders of rapidly scaling technology
companies. As a result, we are motivated by a passion for working to maximize the value of their exemplary private companies as they
transition to the public markets.

 We
believe the broad and diversified experience of our founders equips us to add significant value to our partner company. While Ms. Burns
is no longer part of the management team, Mr. Roy is a technology and finance veteran with over 20 years of experience as a technology
investment banker, public company executive, and growth investor. At Morgan Stanley, Mr. Roy was the Global Head of Tech M&A
Origination, helping to initiate and execute industry defining mergers. Most recently, Mr. Roy was Global CFO at SmartNews, a high-growth
multibillion dollar private AI company with over 20 million monthly active users. Mr. Dinsdale has defined the "modern
unicorn" CFO for over 20 years, with strategic expertise in building high growth international companies in Consumer and B2B SaaS.
Most recently, Mr. Dinsdale was the CFO for Gusto, a leader in SMB payroll and human resources software. Prior to that, Mr. Dinsdale
was CFO of two generational, market-leading software companies in DoorDash and DocuSign.

 We
believe that the combined experience of our team and our differentiated long-term strategy positions us as an optimal partner for companies
seeking to access the public markets. Plum is focused on investments that relate directly to the experience of its team. We seek to partner
with a scaled, high-quality company that leverages platform models in the enterprise software, SMB software and infrastructure, or disruptive
marketplace models in verticals where we have extensive expertise, such as business automation, health and wellbeing, fintech and insuretech.

 We
will seek to identify businesses with distinct Machine Learning and AI-driven advantages to create new markets and disrupt
existing ones to drive outsized market share and investor returns. We intend to focus on investment opportunities with sustainable and
predictable top-line growth, recurring revenue dynamics, network effects or aggregator dynamics, compelling unit economics, and brand.
We expect to align investors with a visionary management team to support long-term value creation.

 Recent
Developments

 Proposed
Business Combination (the "Business Combination")

 As
previously reported, 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").

 Founded
in 2014, Veea offers edge-to-cloud computing with its VeeaHub smart computing hub products that can replace or complement Wi-Fi Access
Points (APs), IoT gateways, routers, basic firewalls, network attached storage, and other types of hubs and appliances at user premises.

 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").

 The
Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other
things: corporate organization; authorization to enter into the Business Combination Agreement; capitalization; financial statements;
undisclosed liabilities; litigation; compliance with laws; material contracts; company benefit plans; labor matters; taxes; insurance;
permits; property; intellectual property, data privacy and security; environmental matters; absence of changes; brokers; transactions
with affiliates; consents and requisite governmental approvals; and related party transactions.

 In
accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger, each
outstanding share of Veea's common stock (the "Veea Common Stock") and each outstanding share of Veea's Series
A preferred stock and Series A-1 preferred stock (the "Veea Preferred Stock") on an as-converted to Veea Common Stock basis,
but excluding Dissenting Shares, New Financing Securities (each as defined in the Business Combination Agreement) and treasury shares
(such outstanding Veea Common Stock and Veea Preferred Stock, the "Existing Veea Shares"), will be cancelled and extinguished
and converted into the right to receive the number of shares of Plum's common stock, par value $0.0001 per share (the "New
Plum Common Shares"), determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea
of $180,000,000, including Veea's in-the-money, vested convertible securities on a net exercise basis, and a price of $10.00 per
New Plum Common Share.

 The
Business Combination Agreement also provides holders of Existing Veea Shares with a contingent right to receive up to 4.5 million additional
New Plum Common Shares (the "Earnout Shares"), subject to the following contingencies:

 50%
 of the Earnout Shares if, at any time during the ten years following the Closing (the "Earnout
 Period"), the VWAP of the New Plum Common Shares is greater than or equal to $12.50
 per share for any twenty trading days within any thirty trading day period; and

 50%
 of the Earnout Shares if, at any time during the Earnout Period, the VWAP of the New Plum
 Common Shares is greater than or equal to $15.00 per share for any twenty trading days within
 any thirty trading day period.

 Extraordinary
General Meeting

 On
October 23, 2023, Plum held an Extraordinary General Meeting of its Shareholders to amend Plum's amended and restated memorandum
and articles of association (the "Articles") (i) to extend the date (the "Termination Date") by which Plum has
to consummate a business combination (the "Articles Extension") to December 18, 2023 (the "Articles Extension Date")
and (ii) to allow Plum, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination
on a monthly basis for up to six times by an additional one month each time after December 18, 2023 (or such shorter period as necessary
to comply with applicable listing requirements), by resolution of the Company's board of directors, if requested by the Sponsor,
and upon five days advance notice prior to the applicable termination date, until June 18, 2024, or a total of up to nine months after
September 18, 2023, unless the closing of a business combination shall have occurred prior thereto (the "Extension Amendment Proposal.")

 Our
Values

 We
will seek to acquire an asset with the most promising potential for returns and enhance those returns with concerted support from our
team of Diversity, Equity, and Inclusion ("DEI") experts. We believe there is a powerful, positive correlation between DEI
efforts and value creation. For example, a 2018 report by McKinsey examined trends in the impact of diversity on financial performance
and found that "[t]he statistically significant correlation between a more diverse leadership team and financial outperformance continues
to hold true The penalty for bottom-quartile for diversity persists Not only were [these companies] not leading, they
were lagging." As such, we are committed to leveraging our team and networks to help our future partner company hire diverse candidates
for their management team and board and to help further develop an inclusive and equitable workplace.

 We
also are undertaking a "2 and 20 pledge." Our Sponsor intends to donate interests in our Sponsor equivalent to an aggregate
of 105,000 founder shares to DEI related causes following the consummation of our initial business combination. We also commit to filling
at least 20% of our board seats with candidates who bring gender, racial and/or ethnic diversity. We currently exceed this threshold
with 60% diverse board members. We believe that our DEI strategy, along with our 2 and 20 pledge, will be highly appealing to market-leading
companies across all sectors that prioritize attracting and retaining the best talent and standing out for thought leadership in the
market.

 All
of Plum's risk capital comes from its management team and board. This backing is intended to express the confidence of the team
and align our interests with those of our investors. We also believe it will align us with the investors and management team of our eventual
partner company. Beyond meaningful capital commitments from each member of our team, we believe that our incentive structure drives both
alignment and productivity from our board, are eligible for a performance bonus of interests in our Sponsor that are equivalent to an
aggregate of up to 500,000 founder shares for their contributions toward the success of Plum. Furthermore, we intend to align ourselves
with our eventual partner company through lock-up or other provisions that incentivize long-term value creation and signal
our commitment to delivering attractive returns to all stakeholders. We believe such flexibility on lock-up to be an important
key to attracting high-quality growth companies.

 Our
Management Team and Our Sponsor

 Management
 Members

 Biography

 Kanishka Roy

 Served as Global Head of Tech
 M&A Origination at Morgan Stanley

 Global CFO of private AI unicorn SmartNews

 Software Investment Banker at Oppenheimer & Co.

 Mike Dinsdale

 Served as CFO of Gusto, DoorDash
and DocuSign

 Venture Partner at Akkadian Ventures

 Defined the "modern unicorn" CFO for over 20 years

 Our
management team consists of Kanishka Roy and Mike Dinsdale. We are supported by our 3-person Board of Directors.

 Kanishka
Roy is our President, Co-Chief Executive Officer and a director. Mr. Roy is a technology and finance
veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor. From
2014 to 2019, Mr. Roy 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 is also President, Chief Executive Officer, Secretary, Treasurer,
and board member of Plum Acquisition Corp III. Mr. Roy holds an undergraduate degree in Electrical & Computer Engineering
and an MBA from the Tuck School of Business at Dartmouth.

 Mike
Dinsdale is our Co-Chief Executive Officer, Chief Financial Officer and a director. Mr. 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. Most recently, 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, 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 also
serves as a board member of Plum Acquisition Corp III. 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.

 Our
Independent Directors

 Directors

 Biography

 Mr. Alok Sama

 Served as President &
 CFO of SoftBank Group International

 Mr. Alan Black

 Founded and served as Board
 Director for Looker Data Sciences

 Served as President and Chief Executive Officer of Intelliden

 Board Director of Nextiva and Matillion Limited, and Plum Acquisition Corp. III

 Ms. Vivian Chow

 Served
 as SVP, Chief Accounting Officer at Docusign, Inc.

 Board
Director at LiveRamp

 Our
independent directors all have significant skin in the game, sponsoring approximately 25% of the at-risk capital, and are further
incentivized to generate exceptional returns through a performance bonus of interests in our Sponsor that are equivalent to an aggregate
of up to 500,000 founder shares. Our 5-person Board of Directors includes both members of the management team.

 Alok
Sama is a director. Mr. Sama is currently a Senior Advisor to Warburg Pincus LLC, joining in 2020. He was formerly President &
CFO of SoftBank Group International ("SBGI") and Chief Strategy Officer for SoftBank Group ("SBG"), from 2014
to April 2019. 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).

 Alan
Black is a director. Mr. 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 serves on McGill's Board of Advisors for the Western
United States, co-chairing its Bursary Subcommittee. 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.

 Vivian
Chow is a director. Ms. Chow served as SVP, Strategic Execution & Operations at DocuSign, Inc., providing
of a leading e-signature product, from April 2021 through February 2022 and as Chief Accounting Officer from November 2013
through March 2021. Prior to joining DocuSign, Ms. Chow served for five years as the VP, Worldwide Controller for Electronic
Arts Inc., a leading publisher of video games. Prior to that, she held VP and Corporate Controller positions at Restoration Hardware,
a home furnishings retailer, and Thermage, Inc., a medical device manufacturer. Previously, she held leadership positions at Fair, Isaac &
Company, Inc., Calypte Biomedical Corporation and Nextel Communications. Ms. Chow started her career at Arthur Andersen & Co.,
a public accounting partnership, where she served various clients in the audit and financial services consulting practices. Ms. Chow
currently sits on the board of LiveRamp, a data collaboration platform. Ms. Chow holds a bachelor of science degree in accounting from
Lehigh University where she sits on the Dean's Advisory Council. She is a certified public accountant (inactive) in the State of
California.

 Our
Business Strategy

 The
number of high-quality private technology companies is increasing overall, as is the number of those who are choosing to stay private
longer. Many of these companies avoid IPOs due to the inherent uncertainty around valuation at IPO, as well as the perception that many
IPOs are mispriced, especially for the high growth technology companies we will target. In addition, the time-consuming IPO process represents
a meaningful distraction from management's core operational responsibilities. Direct listings to date have been executed only by
well-known companies, and there is limited opportunity to raise primary capital in tandem. This means that direct listings are not a
viable option for the vast majority of technology companies. And most other SPACs in the market today are transactional in nature, without
a long-term platform, or the infrastructure and team to help companies after the public listing.

 This
status quo poses serious problems for quality high-growth companies that would attract significant investor interest if there were a
more optimized path to public markets with a trusted and experienced partner to guide them. We believe that Plum fills this role. We
are a purpose-built platform to help companies list publicly and build the capacity and infrastructure needed to continue scaling in
the public markets.

 Each
of the individuals on the Plum team understands, through hard-earned experience, the importance of helping companies accelerate their
vision and build massive scale without sacrificing the culture that made them successful in the first place. From our own experience,
we believe both our operational approach and our company-centric worldview will be advantageous in helping us to attract a very strong
eventual partner company.

 We
have developed a clear value-add playbook for public company growth and have staffed ourselves appropriately to execute on
a variety of formalized initiatives in service of our eventual partner company. Most of our team of operators have chosen to work with
Plum over other SPACs, and to invest in our risk capital, because we offer them the chance to leverage their skills and expertise for
the benefit of our eventual partner company. We have formalized this value-add process through our playbook, Accelerating
Through the Bell. This playbook consists of plays from tested, successful operators to help our partner company de-risk its
listing and enhance its growth post-listing.

 We
believe our approach stands in stark contrast to many SPACs that rely on the stature, experience, and network of a few individuals. It
is our view that these SPACs lack sufficient depth of team members and skillsets to have a credible claim to helping companies de-risk their
listing and maintain, or even accelerate, their growth after listing.

 We
believe that the value of our operator driven approach to success is highly differentiated by virtue of the size, playbook, financial
alignment, credibility in DEI, and the diverse skillsets and backgrounds of our team. We further believe that our model is one that will
be very positively received by high-performing companies for many reasons:

 Conviction
 and Aligned Incentives for Investors: We are funding all of our risk capital internally.
 We believe this indicates a high level of confidence and commitment on the part of our team.
 This investment also creates alignment between our team, IPO investors, and future PIPE investors
 because we are all focused on maximizing the long-term value of our business combination.

 Focus on Long-Term Value Creation
 for the Partner Company: Self-funding the entirety of our risk capital also closely aligns us with our eventual partner company's
 outcome. Our willingness to tie our promote lock-up to company stock-price performance should also be attractive to companies. We
 plan to carefully curate our IPO and PIPE investors, focusing on long-term investors with a track record of supporting high-quality
 growth companies. In addition, we believe that our performance bonus of interests in our Sponsor that are equivalent to an aggregate
 of up to 500,000 founder shares provides meaningful motivation to our Board of Directors to help us deliver the best possible returns
 to our shareholders.

 Decentralized
 and Proprietary Deal Sourcing: Each member of our 48-person extended team has been selected
 for their personal networks and access to Tech companies and boards in the U.S. and Europe.
 The breadth and connectivity of this extended team, combined with our incentive structure,
 increases our ability to source proprietary opportunities without relying on bankers for
 deal flow, and reduces the likelihood that we will have to participate in competitive bid
 processes or "SPAC-offs".

 Incremental
 Value through DEI Focus and Execution: Core to our thesis is evidence that there is tremendous
 value to be unlocked when both management teams and investors prioritize DEI. We will draw
 upon a diverse, world-class team for public board construction and to assist our future partner
 company on its own DEI journey, along with specific DEI strategies and initiatives that have
 worked at world-class companies such as Intel and Google.

 Proprietary
 Accelerating Through the Bell Operational Playbook: We believe our public growth playbook,
 with a focus on short-term tactical plays, medium-term growth plays, and longer-term culture-defining
 plays, will provide our eventual partner company with a strong competitive edge and make
 our SPAC an attractive partner. Each play is owned by a highly regarded executive with a
 proven track record of success in that specific area. For example, one of the individuals
 running our public investor relations strategy was instrumental in executing the Shopify
 and Zendesk IPOs, among others; the individual in charge of go-to-market acceleration play
 served as the sales leader during Tableau's ramp from $800 million in revenue;
 one of the individuals in charge of the international growth play led his company's
 entry into more than 18 countries.

 Our
Acquisition Criteria

 We
do not think that there is a one-size fits-all list of criteria that we can use to evaluate companies. However, wise and
flexible employment of our investment principles is the north star of our investment decision process:

 Large
 Addressable Market: We will seek to invest in companies that offer room for compelling, long-term
 growth in their key markets. Large addressable markets have been a hallmark of our previous
 successful investments. We believe green field or rapidly growing markets often create the
 largest absolute returns.

 Experienced
 and Visionary Management Team: Seasoned and visionary management teams are necessary for
 success in our model. We intend to acquire a company with forward-thinking leaders with a
 demonstrated history of success, and whose interests and vision are aligned with those of
 our team and shareholders.

 Robust
 Growth: While many things must fall in place for an investment to succeed, we believe that
 growth is the primary driver of returns. We believe that revenue growth, not cost cutting,
 leverage, or other strategies, is the most important driver of long-term value.

 Strong
 Business Model: We believe business models that enable reinvestment win in the long-haul.
 As such, the most investable companies must show, through compelling unit economics and business
 model, both the ability to deliver impressive cash flows and productively reinvest over the
 long term.

 Competitive
 Moat: Real, sustainable accumulating advantages enable companies to compound value. We favor
 businesses with strong structural advantages, including various forms of network effects,
 aggregator dynamics, and brand.

 Visible
 Market Opportunity: We seek to invest in businesses with recurring or re-occurring business
 models that provide good revenue visibility and ample data, allowing us to clearly understand
 growth drivers. We intend to invest in those businesses where future revenue cannot be confounded
 by significant market, technology, or regulatory risks.

 Potential
Conflicts of Interest

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,
meetings with incumbent management and key employees, document reviews and inspection of facilities, as well as a review of financial,
operational, legal and other information which will be made available to us. We will also utilize our management team's operational
and capital planning experience.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor,
officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.

 Members
of our management team or board of directors may directly or indirectly own our founder shares, ordinary shares and/or private placement
warrants following the initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and
directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law.

 In
addition, our Sponsor and our officers, and directors may Sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

 Initial
Business Combination

 So
long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that
together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection
with our initial business combination. If our board of directors is not able to independently determine the fair market value of the
target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal
firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent
determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or
experienced with the target company's business, there is a significant amount of uncertainty as to the value of the company's
assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or
necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business
meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business
or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However,
if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed
transaction will include such opinion.

 We
anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business
combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination
may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and
us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange
for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets
test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value
of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination
without the prior consent of our Sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be
required to meet the foregoing 80% of net asset test.

 To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Status
as a Public Company

 We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination with
us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock
in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A
ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses
will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.
The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction
process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,
which may not be present to the same extent in connection with a business combination with us.

 Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter's ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would
then have greater access to capital, an additional means of providing management incentives consistent with shareholders' interests
and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company's
profile among potential new customers and vendors and aid in attracting talented employees.

 While
we believe that our structure and our management team's backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.

 Financial
Position

 With
funds available for a business combination of approximately $35.6 million held in the Trust Account, we offer a target business a variety
of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken
any steps to secure third-party financing and there can be no assurance it will be available to us.

 Effecting
Our Initial Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the initial public
offering. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the
private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination
(pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering
or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination
of the foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.

 If
our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary
shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.

we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct
any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors.
Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may
ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business
with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business
may encounter.

 Furthermore,
some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will
adversely affect a target business.

 We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public
shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial
business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any
additional funds through the sale of securities, the incurrence of debt or otherwise.

 Sources
of Target Businesses

 We
anticipate that target business candidates will be brought to our attention from various affiliated and unaffiliated sources, including,
investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or
mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis,
since some of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors,
as well as their affiliates and other affiliated sources may also bring to our attention target business candidates that they become
aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate
engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other compensation
to be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent
our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders
approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment
of finder's fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held
in the trust account. We have agreed to pay our Sponsor or an affiliate of our Sponsor a total of $10,000 per month for office space,
secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying,
investigating and completing an initial business combination. In addition, pursuant to our Administrative Services Agreement we may make
payments or reimbursements to our Sponsor or its affiliates, for the reasonable salaries and other services provided to us prior to or
in connection with our initial business combination by its employees, consultants and/or members, who may include our officers or directors,
and may also pay certain fees to our Sponsor or its respective affiliates. Some of our officers and directors may enter into employment
or consulting agreements with the post-business combination company following our initial business combination. The presence or absence
of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor,
officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.

 Each
of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations
to other entities, including and other entities that are affiliates of our Sponsor, pursuant to which such officer or director is or
will be required to present a business combination opportunity to such entity.

 Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See "Management—Conflicts
of Interest."

 Evaluation
of a Target Business and Structuring of Our Initial Business Combination

 In
evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities and a review of financial and other information about the target and its industry. We will also utilize our management
team's operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to
structure and negotiate the terms of the business combination transaction.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company
will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection
with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our Sponsor.

 Lack
of Business Diversification

 For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may
 have a substantial adverse impact on the particular industry in which we operate after our
 initial business combination; and

 cause
 us to depend on the marketing and sale of a single product or limited number of products
 or services.

 Limited
Ability to Evaluate the Target's Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business's management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company.

 Furthermore,
the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The
determination as to whether any of the members of our management team will remain with the combined company will be made at the time
of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with
us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent
to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience
or knowledge relating to the operations of the particular target business.

 We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.

 Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.

 Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

 We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or
stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

 Under
Nasdaq's listing rules, shareholder approval would typically be required for our initial business combination if, for example:

 We
 issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary
 shares then-outstanding;

 Any
 of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a
 5% or greater interest (or such persons collectively have a 10% or greater interest), directly
 or indirectly, in the target business or assets to be acquired or otherwise and the present
 or potential issuance of common stock could result in an increase in outstanding common shares
 or voting power of 5% or more; or

 The
 issuance or potential issuance of ordinary shares will result in our undergoing a change
 of control.

 The
decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval
is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety
of factors, including, but not limited to:

 the
 timing of the transaction, including in the event we determine shareholder approval would
 require additional time and there is either not enough time to seek shareholder approval
 or doing so would place the company at a disadvantage in the transaction or result in other
 additional burdens on the company;

 the
 expected cost of holding a shareholder vote;

 the
 risk that the shareholders would fail to approve the proposed business combination;

 other
 time and budget constraints of the company; and

 additional
 legal complexities of a proposed business combination that would be time-consuming and burdensome
 to present to shareholders.

 Permitted
Purchases and Other Transactions with Respect to Our Securities

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, or their affiliates may purchase public shares
or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including
with respect to material nonpublic information), our Sponsor, directors, executive officers, or their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be
used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such
purchases are prohibited by Regulation M under the Exchange Act.

 In
the event that our Sponsor, directors, officers, or their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,
such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our
initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to
the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will
be required to comply with such rules.

 The
purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of
obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants
on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.

 In
addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.

 Our
Sponsor, officers, directors, and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers,
directors, or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our
receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender
offer or proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, or
their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who
have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination,
whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares
have not already been voted at the shareholder meeting related to our initial business combination. Our Sponsor, executive officers,
directors, or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares
and any other factors that they may deem relevant and will be restricted from purchasing shares if such purchases do not comply with
Regulation M under the Exchange Act and the other federal securities laws.

 Our
Sponsor, officers, directors, and/or their affiliates will be restricted from making purchases of shares if the purchases would violate
Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Rights for Public Shareholders upon Completion of Our Initial Business Combination

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest
earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per
public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem
its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.
Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares,
if a business combination does not close. Our Sponsor and each member of our management team have entered into an agreement with us,
pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them
in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

 Manner
of Conducting Redemptions

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than
seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval
while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding
ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder
approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required
by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the
SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply
with the Nasdaq rules.

 If
we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and
articles of association:

 conduct
 the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
 Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
 offer rules; and

 file
 proxy materials with the SEC.

 In
the event we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,
provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

 If
we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented
in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In
such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of
our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction or vote at all. In addition, our Sponsor and each member of our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public
shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve
an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the
combination period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

 If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles
of association:

 conduct
 the redemptions pursuant to Rule13e-4 and Regulation 14E of the Exchange Act, which regulate
 issuer tender offers; and

 file
 tender offer documents with the SEC prior to completing our initial business combination
 which contain substantially the same financial and other information about the initial business
 combination and the redemption rights as is required under Regulation 14A of the Exchange
 Act, which regulates the solicitation of proxies.

 Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares
in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering
more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination.

 Limitation
on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as "Excess Shares,"
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means
to force us or our management to purchase their shares at a significant premium to the then- current market price or on other undesirable
terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering
could threaten to exercise its redemption rights if such holder's shares are not purchased by us, our Sponsor or our management
at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability to redeem no
more than 15% of the shares sold in the initial public offering without our prior consent, we believe we will limit the ability of a
small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in
connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.

 However,
we would not be restricting our shareholders' ability to vote all their shares (including Excess Shares) for or against our initial

 Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights

 Public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using
The Depository Trust Company's DWAC (Deposit/ Withdrawal At Custodian) System, at the holder's option, in each case up to
two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate
the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself to validly redeem
its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the
tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination
if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the
relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their
public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.

 The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the shareholders' vote on an initial
business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had
an "option window" after the completion of the business combination during which he or she could monitor the price of the
company's shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the shareholder meeting, would become "option" rights surviving past the completion
of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming shareholder's election to redeem is irrevocable once the business combination is
approved.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote
on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until the combination period.

of Public Shares and Liquidation If No Initial Business Combination

 Our
amended and restated memorandum and articles of association provide that we will have only the combination period to consummate an initial
business combination. If we have not consummated an initial business combination within the combination period, we will: (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which
redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business
combination within the combination period. Our amended and restated memorandum and articles of association will provide that, if we wind
up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect
to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to
applicable Cayman Islands law.

 Our
Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
business combination within the combination period (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

 Our
Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide
our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining held in Company accounts outside the trust account plus up to $100,000 of funds from the trust account
available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

 If
we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the
proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay
such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses
and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or
to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such
agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including,
but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the
funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust
account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party
that has not executed a waiver if management believes that such third-party's engagement would be significantly more beneficial
to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include
the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. The representative of the underwriter will not execute an agreement with us waiving such claims to the monies
held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust
account for any reason. In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us
if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered
public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share
held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions
in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such
liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to
seek access to the trust account nor will it apply to any claims under our indemnity of the representative of the underwriter of the
initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver
is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such
third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets
are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our
officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our
tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors
the actual value of the per-share redemption price will not be less than $10.00 per public share.

 We
will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies
held in the trust account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the initial
public offering against certain liabilities, including liabilities under the Securities Act. We will have access to the amounts remaining
in Company accounts outside the trust account following the initial public offering and the sale of the private placement warrants with
which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate, and it is subsequently determined that the reserve for claims
and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors,
however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To
the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to
our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance."

 As
a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board
of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing
itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims
of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public
shares if we do not complete our initial business combination within the combination period, (ii) in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if
they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem
their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall
not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we
have not consummated an initial business combination within the combination period, with respect to such Class A ordinary shares
so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event
we seek shareholder approval in connection with our initial business combination, a shareholder's voting in connection with the
business combination alone will not result in a shareholder's redeeming its shares to us for an applicable pro rata share of the
trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated
memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be
amended with a shareholder vote.

 Comparison
of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business
Combination.

 The
following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion
of our initial business combination and if we have not consummated an initial business combination within the combination period:

 in Connection

 with Our Initial Business

 Combination

 Other
 Permitted Purchases

 of Public Shares by Our

 Affiliates

 if We Fail to

 Complete an Initial

 Business Combination

 Calculation of redemption
 price

 at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.
 The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder
 vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit
 in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially
 anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released
 to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to any limitations (including,
 but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

 If
 we seek shareholder approval of our initial business combination, our Sponsor, directors, officers, or their affiliates may purchase
 shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business
 combination. There is no limit to the prices that our Sponsor, directors, officers, or their affiliates may pay in these transactions.
 If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material
 nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We
 do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
 the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
 determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply
 with such rules.

 If
 we have not consummated an initial business combination within the combination period, we will redeem all public shares at a per-share price,
 payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00
 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our
 taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public
 shares.

 in Connection

 with Our Initial Business

 Combination

 Other
 Permitted Purchases

 of Public Shares by Our

 Affiliates

 if We Fail to

 Complete an Initial

 Business Combination

 Impact to remaining shareholders

 The
 redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders,
 who will bear the burden of the deferred underwriting commissions and taxes payable.

 If
 the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price
 would not be paid by us.

 The
 redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for
 the shares held by our Sponsor, who will be our only remaining shareholder after such redemptions.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and
have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the
resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination.

 Facilities

 We
 currently maintain our executive offices at 2021 Fillmore St. #2089, San Francisco, California
 94115. The cost for our use of this space is included in the $10,000 per month fee we accrue
 to our Sponsor or an affiliate of our Sponsor for office space, unless waived by our Sponsor,
 administrative and support services. We consider our current office space adequate for our
 current operations.

 Employees

 We
currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters, but
they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior
to the completion of our initial business combination.

 Item 1A.
Risk Factors

 An
investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together
with the other information contained in this Report, before deciding to invest in our units. If any of the following events occur, our
business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities
could decline, and you could lose all or part of your investment.

 Risks
Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

 We
may not be able to complete the Business Combination pursuant to the Business Combination Agreement. If we are unable to do so, we will
incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing
to cover those costs.

 In
connection with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.
These costs include, but are not limited to, costs associated with securing sources of financing, costs associated with employing and
retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and the
expenses generated by our officers, executives, and employees in connection with the transaction. If, for whatever reason, the transactions
contemplated by the Business Combination fail to close, we will be responsible for these costs, but will have no source of revenue with
which to pay them. We may need to obtain additional sources of financing in order to meet our obligations, which we may not be able to
secure on the same terms as our existing financing or at all. If we are unable to secure new sources of financing and do not have sufficient
funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.

 We
have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 We
are an exempted company, incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history,
you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination
with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning
a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.

 Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

 Information
 regarding performance is presented for informational purposes only. Any past experience or
 performance of our management team or their respective affiliates is not a guarantee of either
 (i) our ability to successfully identify and execute a transaction or (ii) success
 with respect to any business combination that we may consummate. You should not rely on the
 historical record of our management team and as indicative of the future performance of an
 investment in us or the returns we will, or are likely to, generate going forward. Our management
 has no experience in operating special purpose acquisition companies.

 Our
shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our
initial business combination even though a majority of our shareholders do not support such a combination.

 We
may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require
shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target
business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder
approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision
as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete
our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business
combination we complete.

 Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.

 At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target
businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders
may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
shareholders in which we describe our initial business combination.

 If
we seek shareholder approval of our initial business combination, our Sponsor and members of our management team have agreed to vote
in favor of such initial business combination, regardless of how our public shareholders vote.

 Our
Sponsor owned, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of the
initial public offering. Our Sponsor and members of our management team also may from time-to-time purchase Class A ordinary shares
prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder
approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy
and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our Sponsor and each member of our management team to vote
in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for
such initial business combination.

 You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 Our
public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion
of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly
elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or
timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
the combination period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares, and (iii) the redemption of our public shares if we have not consummated an initial business within the combination period,
subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection
with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account
upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination
within the combination period, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public
shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds
held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public
shares or warrants, potentially at a loss.

 The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.

 We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if
accepting all properly submitted redemption requests would cause our net tangible assets to be less than such amount necessary to satisfy
a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead
search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a business combination transaction with us.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.

 At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater
portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may
involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit
our ability to complete the most desirable business combination available to us or optimize our capital structure. The per-share amount
we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission
and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions.

 The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation to redeem your shares.

 If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust
account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the
open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your shares in the open market.

 The
requirement that we consummate an initial business combination within the combination period may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.

 Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate
an initial business combination within the combination period. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we
may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.

 We
may not be able to consummate an initial business combination within the combination period, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.

 We
may not be able to find a suitable target business and consummate an initial business combination within the combination period. Our
ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital
and debt markets and the other risks described herein. If we have not consummated an initial business combination within such applicable
time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our
amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as
promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such
case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their
shares, and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds held in the
trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public
share" and other risk factors herein.

 If
we seek shareholder approval of our initial business combination, our Sponsor, management team, directors and their affiliates may elect
to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float"
of our Class A ordinary shares or public warrants.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Sponsor, executive officers, directors or their affiliates may purchase public shares
or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage
in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account
will be used to purchase public shares or warrants in such transactions.

 In
the event that our Sponsor, executive officers, directors or their affiliates purchase shares in privately negotiated transactions from
public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke
their prior elections to redeem their shares.

 The
purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of
obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants
on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases
are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of
the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Business—Effecting Our Initial
Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how
our Sponsor, executive officers, directors or their affiliates will select which shareholders to purchase securities from in any private
transaction.

 If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

 We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or
tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that
a shareholder fails to comply with these procedures, its shares may not be redeemed. See "Business—Effecting Our Initial
Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights."

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination.

 In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition
companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive
fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals
could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the
cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the
cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result
in our inability to consummate an initial business combination on terms favorable to our investors altogether.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.

 We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of the initial public offering and the sale of the private placement warrants,
our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial
business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce
the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time
period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per public share" and other risk factors herein.

 If
the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are
insufficient to allow us to operate for the combination period, it could limit the amount available to fund our search for a target business
or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates
or members of our management team to fund our search and to complete our initial business combination.

 Of
the net proceeds of the initial public offering and the sale of the private placement warrants, only approximately $1,800,000 was available
to us initially outside the trust account to fund our working capital requirements. We believe that the funds available to us outside
of the trust account, together with funds available from loans from our Sponsor, its affiliates or members of our management team, and
third parties will be sufficient to allow us to operate for at least until the combination period expires; however, we cannot assure
you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance
funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees
to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund
a "no-shop" provision(a provision in letters of intent designed to keep target businesses from "shopping"
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we
paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to,
a target business.

 Unless
funded by the proceeds of loans available from our Sponsor, its affiliates or members of our management team, and third parties the amount
of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account
will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow
funds from our Sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate.
Neither our Sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such
advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business
combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50
per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of
our initial business combination, we do not expect to seek loans from parties other than our Sponsor, its affiliates or members of our
management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently,
our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares,
and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share"
and other risk factors herein.

 We
may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.

 We
may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the business combination may not be as successful as we anticipate.

 To
the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business
and its operations, we may not be able to properly ascertain or assess all the significant risk factors until we complete our business
combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,
we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and
leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.
Such combination may not be as successful as a combination with a smaller, less complex organization.

 Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.

 If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine
of $18,292.68 and imprisonment for five years in the Cayman Islands.

 We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management's area of expertise.

 We
will consider a business combination outside of our management's area of expertise if a business combination target is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to
be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in a business
combination target. In the event we elect to pursue an acquisition outside of the areas of our management's expertise, our management's
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas
of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to adequately ascertain or assess all the significant risk factors. Accordingly, any holders who choose
to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value.

 We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial business combination with which a substantial majority of our shareholders do not agree.

 Our
amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold. As a result, we
may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with
the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct
redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our Sponsor, officers, directors or their affiliates. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us,
we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be
returned to the holders thereof, and we instead may search for an alternate business combination.

 To
effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters
and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete
our initial business combination that our shareholders may not support.

 In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended
and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman
Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder
meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and,
solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect
to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and
restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their
public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within the combination period or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of
the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected
securities.

 Our
Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support.

 Upon
closing of the initial public offering, our Sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary
shares (assuming it does not purchase any units in the initial public offering). Accordingly, it may exert a substantial influence on
actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association. If our Sponsor purchases any additional Class A ordinary shares in the aftermarket or in
privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or
directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be
considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary
shares. In addition, our board of directors, whose members were elected by our Sponsor, is and will be divided into three classes, each
of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold
an annual meeting of shareholders to elect new directors prior to the completion of our initial business combination, in which case all
of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting,
as a consequence of our "staggered" board of directors, only a minority of the board of directors will be considered for
election and, due to the conversion of all of our Class B ordinary shares into Class A ordinary shares, our board of directors will control
the outcome, as only holders of our Class B ordinary shares had the right to vote on the election of directors and to remove directors
prior to our initial business combination, and, per Article 29.2 of our amended and restated memorandum and articles of association,
such right to elect directors reverted to the board of directors upon conversion of the Class B ordinary shares. Accordingly, our Sponsor
will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to
enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

 After
our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and
all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws
or their other legal rights.

 It
is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.

 You
will not be entitled to protections normally afforded to investors of many other blank check companies.

 Since
the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination, we may be deemed to be a "blank check" company under the United States securities laws. However,
because we have net tangible assets in excess of $5,000,000 following the completion of the initial public offering and the sale of the
private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable
and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
if the initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in
the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial

 Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.

 Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount
of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these
factors, we may be forced to later write- down or write-off assets, restructure our operations, or incur impairment or other
charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks
may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these
charges maybe non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business
or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following
the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such
reduction in value.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by shareholders may be less than $10.00 per public share.

 Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers (except our independent registered public accounting firm), prospective target businesses and other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute
such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If
any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver
if management believes that such third-party's engagement would be significantly more beneficial to us than any alternative.

 Examples
of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we have not consummated an initial business combination within the combination period, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims
of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to our initial public offering registration
statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent
registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public
share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account
if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be
withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target
business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity
of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover,
if an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability
for such third-party claims.

 However,
we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our company.
Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.

 Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the trust account available for distribution to our public shareholders.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public
share.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court
may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties
to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer"
or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or
having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust
account prior to addressing the claims of creditors.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such
proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received
by our shareholders in connection with our liquidation may be reduced.

 If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust
account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a
combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law
or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult
for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and
guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may
receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our
warrants will expire worthless.

 We
are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

 Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board
of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used
will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

 Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we have not consummated our initial business combination within the required time period,
our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.

 We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.

 Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.

 Section 404
of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
Form 10-K for the year ending December 31, 2023. Because we qualify as an emerging growth company, we are not required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on
us as compared to other public companies because a target business with which we seek to complete our initial business combination may
not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the
internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete
any such acquisition.

 The
provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A
ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended
with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary
shares who attend and vote at a shareholder meeting of the company, which is a lower amendment threshold than that of some other blank
check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate
the completion of an initial business combination that some of our shareholders may not support.

 Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company's
shareholders, without approval by a certain percentage of the company's shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company's shareholders. Our amended and restated memorandum and articles
of association will provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including
the requirement to deposit proceeds of the initial public offering and the private placement of warrants into the trust account and not
release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may
be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote
at a shareholder meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust
account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and
restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination
may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at
our shareholder meeting. Our Sponsor and its permitted transferees, if any, who collectively beneficially own, on an as-converted basis,20%
of our Class A ordinary shares upon the closing of the initial public offering, will participate in any vote to amend our amended
and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.
As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination
behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with
which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles
of association.

 Our
Sponsor, executive officers and directors have agreed, pursuant to agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares.
Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue
remedies against our Sponsor, executive officers or directors for any breach of this agreement. As a result, in the event of a breach,
our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

 Our
letter agreement with our Sponsor, officers and directors may be amended without shareholder approval.

 Our
letter agreement with our Sponsor, officers and directors contains provisions relating to transfer restrictions of our founder shares
and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions
from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction
not to transfer the founder shares for 180 days following the date of our final prospectus will require the prior written consent of
the representative). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business
combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve
one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders
and may have an adverse effect on the value of an investment in our securities.

 We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 If
the net proceeds of the initial public offering and the sale of the private placement warrants prove to be insufficient, either because
of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation
to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination
or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to
seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available
on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing.
To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be
compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business
candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive
only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may
require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have
a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination.

 We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

 When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business's management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business's management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business's management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.

 We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders' investment in us.

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt
following the initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our
officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest
or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount
available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt
 obligations;

 acceleration of our obligations
 to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require
 the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our immediate payment of
 all principal and accrued interest, if any, if the debt is payable on demand;

 our inability to obtain
 necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is
 outstanding;

 our inability to pay dividends
 on our Class A ordinary shares;

 using a substantial portion
 of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A
 ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations on our flexibility
 in planning for and reacting to changes in our business and in the industry in which we operate;

 increased vulnerability
 to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 limitations on our ability
 to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy
 and other purposes and other disadvantages compared to our competitors who have less debt.

 We
may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This
lack of diversification may negatively impact our operations and profitability.

 The
 net proceeds from the initial public offering and the sale of the private placement warrants
 provided us with $319,216,340 that we may use to complete our initial business combination,
 which amount was reduced to approximately $35.6 million following redemptions in connection
 with the extraordinary general meetings of shareholders held on March 15, 2023, and September
 13, 2023.

 We
may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:

 solely dependent upon the
 performance of a single business, property or asset; or

 dependent upon the development
 or market acceptance of a single or limited number of products, processes or services.

 This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

 We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

 If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or
products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively
impact our profitability and results of operations.

 We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.

 In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement
disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United
States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,
or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the
standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame.

 If
we have not consummated an initial business combination within the combination period, our public shareholders may be forced to wait
beyond such combination period before redemption from our trust account.

 If
we have not consummated an initial business combination within the combination period, the proceeds then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up
to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described
herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated
memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account
and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation
and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond
the combination period before the redemption proceeds of our trust account become available to them, and they receive the return of their
pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our
redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended
and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A
ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete
our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.
Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as
promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

 If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

 On
January 24, 2024, the SEC adopted a series of new rules relating to SPACs (the "SPAC Rules") that provided guidance describing
the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether
a SPAC is an investment company will be a question of facts and circumstances. We can give no assurance that a claim will not be made
that we have been operating as an unregistered investment company.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 restrictions on the nature
 of our investments; and

 restrictions
 on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

 In
addition, we may have imposed upon us burdensome requirements, including:

 registration as an investment
 company with the SEC;

 adoption of a specific
 form of corporate structure; and

 reporting, record keeping,
 voting, proxy and disclosure requirements and other rules and regulations to which we are currently not subject.

 In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses
or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor.

 We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. Since our initial public offering,
the proceeds held in the trust account have only been invested in United States "government securities" within the meaning
of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the
investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long
term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being
deemed an "investment company" within the meaning of the Investment Company Act. An investment in our securities is not intended
for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended
as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within the combination period or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination
within the combination period, our return of the funds held in the trust account to our public shareholders as part of our redemption
of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 To
mitigate further risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend to instruct
the trustee to liquidate the investments held in the Trust Account and instead hold the funds in the Trust Account in an interest-bearing
demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following
such liquidation, the Company may receive less interest on the funds held in the Trust Account than the interest the Company would have
received pursuant to the original Trust Account investments; however, interest previously earned on the funds held in the Trust Account
still may be released to us to pay taxes, if any, and certain other expenses as permitted. Consequently, the transfer of the funds in
the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation.

 Our
independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a "going concern."

 If
we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include,
but not necessarily be limited to, suspending the pursuit of a Business Combination. We cannot provide any assurance that new financing
will be available to us on commercially acceptable terms, if at all. Further, our plans to raise capital and to consummate our initial
business combination may not be successful. We currently have a mandatory liquidation date of June 18, 2024, unless such date is extended
by our Board, pursuant to our amended and restated articles of association, to complete a Business Combination. Although we expect to
complete a business combination prior to the expiration of the combination period, it is uncertain whether we will be able to do so.
These factors, among others, raise substantial doubt about our ability to continue as a going concern through our liquidation date. The
financial statements contained elsewhere in this Report do not include any adjustments that might result from our inability to consummate
a Business Combination or our inability to continue as a going concern.

 Risks
Relating to our Securities

 The
securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount
received by public shareholders may be less than $10.00 per share.

 The
net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are be held in an interest-bearing
trust account. The proceeds held in the trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185
days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury
obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks
in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled
out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields,
the amount of interest income (which we may withdraw to pay our taxes, if any) would be reduced. In the event that we are unable to complete
our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held
in the trust account, plus any interest income.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will
lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as the "Excess Shares,"
without our prior consent. However, we would not be restricting our shareholders' ability to vote all their shares (including Excess
Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our
ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess
Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if
we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in
order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

 Nasdaq
may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 Our
units, Class A ordinary shares and warrants are listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to
our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain
a minimum amount in shareholders' equity (generally $50,000,000) and a minimum number of holders of our securities (generally 300
public holders).

our units will not be traded after completion of our initial business combination and, in connection with our initial business combination,
we will be required to demonstrate compliance with the Nasdaq's initial listing requirements, which are more rigorous than the
Nasdaq's continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance,
our share price would generally be required to be at least $4.00 per share and our shareholders' equity would generally be required
to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round
lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial
listing requirements at that time.

 If
Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:

 a limited availability
 of market quotations for our securities;

 reduced liquidity for our
 securities;

 a determination that our
 Class A ordinary shares are a "penny stock" which will require brokers trading in our Class A ordinary shares
 to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for
 our securities;

 a limited amount of news
 and analyst coverage; and

 a decreased ability to
 issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Our units, Class A ordinary shares and warrants
are listed on Nasdaq, and, as a result, qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,
and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular
case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check
companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these
powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute, and we would be subject to regulation
in each state in which we offer our securities.

 We
may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion
of the founder shares at a ratio greater than one-to-one at the time of our initial business combination because of the anti-dilution
provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest
of our shareholders and likely present other risks.

 Our amended and restated memorandum and articles of association authorize
the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares,
par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. There are 488,763,998 authorized but unissued
Class A ordinary shares available for issuance which amount does not take into account shares reserved for issuance upon exercise
of outstanding warrants. As of December 31, 2023, there were no Class B ordinary shares or preference shares issued and outstanding.

 We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
as described in "Description of Securities—Warrants—Public Shareholders' Warrants." However, our amended
and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business
combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account
or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with
the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association,
like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance
of additional ordinary or preference shares:

 may significantly dilute the equity interest of investors in the initial public offering;

 may subordinate the rights
 of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A
 ordinary shares;

 could cause a change in
 control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to
 use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 may have the effect of
 delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control
 of us;

 may adversely affect prevailing
 market prices for our units, Class A ordinary shares and/or warrants; and

 may not result in adjustment
 to the exercise price of our warrants.

 Holders
of Class A ordinary shares will not be entitled to vote on any election of directors we hold prior to our initial business combination.

 Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders
of our public shares will not be entitled to vote on the election of directors during such time. As of December 31, 2023, there were
no founder shares outstanding. As a result, per Article 29.2 of the amended and restated memorandum and articles of association the power
to elect directors now resides solely with our board of directors. In addition, prior to our initial business combination, holders of
a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say
in the management of our company prior to the consummation of an initial business combination.

 We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later
than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file
with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental
change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by
reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants
are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise
their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise
will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to
adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares
to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under
the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above,
if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that
they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential "upside"
of the holder's investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares
upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants if we are unable to register or qualify the shares underlying the warrants under applicable
state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered
or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of
units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding
exemption does not exist for holders of the public warrants included as part of units sold in the initial public offering. In such an
instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise
their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise
their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities
laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

 We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased,
all without your approval.

 Our
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the
description of the terms of the warrants and the warrant agreement set forth in the final prospectus related to our initial public offering,
or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance
with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant
agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the
rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public
warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly,
we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public
warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision
of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement
warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public
warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,
convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise
of a warrant.

 We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We
have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days
within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that
certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are
unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem
the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants
could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you
to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept
the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially
less than the market value of your warrants.

 In
addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their
expiration, at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that the closing
price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third
trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will
be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption
date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be
less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price
is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares
received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the
warrants.

 None
of the private placement warrants will be redeemable by us as so long as they are held by our Sponsor or its permitted transferees.

 Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate
our initial business combination.

 We
issued warrants to purchase 6,384,327 of our Class A ordinary shares as part of the units sold in our initial public offering and,
simultaneously issued in a private placement an aggregate of 6,256,218 private placement warrants, each exercisable to purchase one Class A
ordinary share at $11.50 per share, subject to adjustment. In addition, if the Sponsor, its affiliates or a member of our management
team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement
warrants, at the price of $1.50 per warrant. We may also issue Class A ordinary shares in connection with our redemption of our
warrants.

 To
the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of
a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition
vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary
shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants
may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

each unit contains one-fifth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less
than units of other blank check companies.

 Each
unit contains one-fifth of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued
upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary
shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share
and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the
dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-fifth of
the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more
attractive merger partner for target businesses.

 Nevertheless,
this unit structure may cause our units to be worth less than if a unit included a warrant to purchase one whole share.

 A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

 Unlike
most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share,
(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination (net
of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per
share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price. This may make it more difficult for us to consummate an initial business combination with a target business.

 The
warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any
information regarding such other security at this time.

 In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities
pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant
to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the
security underlying the warrants within twenty business days of the closing of an initial business combination.

 Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench management.

 Our amended and restated memorandum and articles
of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms
of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders
of our founder shares, which have been issued to our Sponsor, are entitled to vote on the election of directors, which may make more difficult
the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.

 The
grant of registration rights to our Sponsor may make it more difficult to complete our initial business combination, and the future exercise
of such rights may adversely affect the market price of our Class A ordinary shares.

to an agreement entered into on or prior to the closing of the public initial offering, our Sponsor and its permitted transferees can
demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement
warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued
upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration
rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A ordinary shares
issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price
of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination
more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek
in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is
expected when the securities owned by our Sponsor or its permitted transferees are registered for resale.

 Risks
Relating to our Sponsor and Management Team

 We
are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

 Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance
on the life of, any of our directors or executive officers.

 The
unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

 Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact
the operations and profitability of our post- combination business.

 Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management, director or advisory positions following our initial business combination, it is likely that some or all
of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after
our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals
may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and
resources helping them become familiar with such requirements.

 Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.

 Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel's retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement entered
into on or prior to the closing of the initial public offering, our Sponsor, upon and following consummation of an initial business combination,
will be entitled to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities covered
by the registration and shareholder rights agreement.

 The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination target's key personnel could negatively impact the operations and profitability of our post-combination business.

 The
role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate's management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.

 Our
executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial

 Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We
do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers
and directors is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive
officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors
also serve as officers and board members for other entities. If our executive officers' and directors' other business affairs
require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their
ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For
a complete discussion of our executive officers' and directors' other business affairs, please see "Management—Officers
and Directors."

 Our
officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other
entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity should be presented.

 Until
we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses
or entities. Our Sponsor, officers, and directors are, and may in the future become, affiliated with entities that are engaged in a similar
business. In addition, our Sponsor, officers, and directors may participate in the formation of, or become an officer or director of,
any other blank check company prior to completion of our initial business combination. As a result, our Sponsor, officers, or directors
could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check
company with which they may become involved. However, we do not believe that any potential conflicts would materially affect our ability
to complete our initial business combination.

 Our
Sponsor, officers, and directors also may become aware of business opportunities which may be appropriate for presentation to us and
the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining
to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to another entity prior to its presentation to us. Our amended and restated memorandum and articles
of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer
, on the one hand, and us, on the other.

 Our
executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict
with our interests.

 We
have not adopted a policy that expressly prohibits our executive officers, directors, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are
a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor,
our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.

 The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors' and officers' discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our shareholders' best interest. If this were the case, it would be a
breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders' rights. However, we might not ultimately be successful in any claim we may make against them
for such reason.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, executive officers, directors which may raise potential conflicts of interest.

 In
light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
or entities affiliated with our Sponsor, executive officers, directors, or initial shareholders. Our directors also serve as officers
and board members for other entities, including, without limitation, those described under "Management—Conflicts of Interest."
Our Sponsor, officers, and directors may Sponsor, form or participate in other blank check companies similar to ours during the period
in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our
Sponsor, officers, and directors are not currently aware of any specific opportunities for us to complete our initial business combination
with any entities with which they are affiliated. Although we will not be specifically focusing on, or targeting, any transaction with
any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines
for a business combination as set forth in "Business—Effecting Our Initial Business Combination—Evaluation of a Target
Business and Structuring of Our Initial Business Combination" and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors, potential conflicts
of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders
as they would be absent any conflicts of interest.

 Our
management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control
of a target business, new management may not possess the skills, qualifications, or abilities necessary to profitably operate such business.

 We
may structure our initial business combination so that the post-business combination company in which our public shareholders own shares
will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if
the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment
Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns
50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a
minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for
all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in
the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction.
In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger
share of the company's shares than we initially acquired. Accordingly, this may make it more likely that our management will not
be able to maintain control of the target business.

 Since
our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed
(other than with respect to public shares they may acquire during or after the initial public offering), a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination.

 On January 13, 2021, our Sponsor paid $25,000,
or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares,
par value $0.0001. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible.
The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares
issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, on April 14, 2021, our
Sponsor purchased an aggregate of 6,256,218 private placement warrants, each exercisable to purchase one Class A ordinary share at
$11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($9,384,327 in the aggregate), in a private placement that closed
simultaneously with the closing of the initial public offering. If we do not consummate an initial business within the combination period,
the private placement warrants will expire worthless. The personal and financial interests of our executive officers and directors may
influence their motivation in identifying and selecting a target business combination, completing an initial business combination and
influencing the operation of the business following the initial business combination. This risk may become more acute as the Termination
Date nears, which is the deadline for our consummation of an initial business combination.

 Certain
of our officers and directors have direct and indirect economic interests in us and/or our Sponsor after the consummation of the initial
public offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to
recommend a potential business combination to our public shareholders.

 Certain of our officers and directors may own membership
interests in our Sponsor and indirect interests in our Class A ordinary shares and private placement warrants which may result in
interests that differ from the economic interests of the investors in the initial public offering, which includes making a determination
of whether a particular target business is an appropriate business with which to effectuate our initial business combination. There may
be a potential conflict of interest between our officers and directors that hold membership interests in our Sponsor and our public shareholders
that may not be resolved in favor of our public shareholders. See "Management—Conflicts of Interest."

 We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

 We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against
the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership
of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds
outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and
directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though
such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these
indemnification provisions.

 General
Risk Factors

 Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

 We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early-stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations.

 We
are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state,
and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory
requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws,
regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations,
interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those
laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material
adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete an initial business combination. The SEC has, in the past year, adopted certain rules and may, in the
future adopt other such rules, which may have a material effect on our activities and on our ability to consummate an initial business
combination, including the SPAC Rules described below.

 The
SEC has recently issued rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination
target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete
our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The
need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or liquidate Plum at an earlier time
than we might otherwise choose.

 The
SPAC Rules require, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional
disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings
and SPAC initial business combinations; (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination
transactions; and (iv) both the SPAC and the target company's status as co-registrants on de-SPAC transaction registration statements.

 In
addition, the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation
under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its
management team in furtherance of such goals.

 Compliance
with the SPAC Rules and related guidance may increase the costs and the time needed to negotiate and complete an initial business combination,
may constrain the circumstances under which we could complete an initial business combination.

 Our
Warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results.

 On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued
a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled
"Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")"
(the "SEC Statement"). Specifically, the SEC Statement focused on warrants that have certain settlement terms and provisions
related to certain tender offers or warrants which do not meet the criteria to be considered indexed to an entity's own stock,
which terms are similar to those contained in the warrant agreement governing our Warrants. As a result of the SEC Statement, we reevaluated
the accounting treatment of our 6,384,326 Public Warrants and 6,256,218 Private Placement Warrants and determined that the Warrants should
be reclassified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

 As
a result, included on our balance sheet as of December 31, 2023, contained elsewhere in this Annual Report are derivative liabilities
related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, "Derivatives and Hedging
—Contracts on an Entity's Own Equity", provides for the remeasurement of the fair value of such derivatives at each
balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the
statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may
fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that
we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be
material.

 We
face risks related to the restatement of our previously issued consolidated financial statements with respect to the Affected Periods.

 As
discussed in the Explanatory Note and in Note 2 to the consolidated financial statements in this Form 10-K, we reached a determination
to restate certain financial information and related footnote disclosures in our previously issued consolidated financial statements
for the Affected Periods. As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor
confidence in the accuracy of our financial disclosures and may raise reputational issues for our business. We expect to continue to
face many of the risks and challenges related to the restatement, including the following:

 we
 may face potential for litigation or other disputes, which may include, among others, claims
 invoking the federal and state securities laws, contractual claims or other claims arising
 from the restatement; and

 the
 processes undertaken to effect the restatement may not have been adequate to identify and
 correct all errors in our historical financial statements and, as a result, we may discover
 additional errors and our financial statements remain subject to the risk of future restatement.

 We
cannot assure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist.
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially
and adversely affected.

 We
have identified three material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain
an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a
timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

 Following
issuance of the SEC Staff Statement on April 12, 2021, and after consultation with our independent registered public accounting
firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously
issued audited balance sheet as of March 18, 2021, which we filed with the SEC on Form 8-K on March 24, 2021, to account for
the warrants as liabilities measured at fair value, rather than equity securities (the "Restatement"). See "—Our
warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results."
As a result of these events, which led to the Restatement, we have identified a material weakness in our internal control over financial
reporting.

 Second,
our management re-evaluated our application of ASC 480-10-S99-3A to our accounting classification of public shares. After consultation
with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate
our previously issued Restated Balance Sheet and unaudited interim financial statements included in our current report on Form 8-K filed
with the SEC on March 24, 2021 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30,
2021, filed with the SEC on May 28, 2021 and August 16, 2021, respectively. As part of such process, we identified an additional
material weakness in our internal control over financial reporting.

 Third,
in the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February
1, 2024, related to our Registration Statement on Form S-4 filed January 5, 2024, our management has re-evaluated our application of
ASC 470 to our executed Subscription Agreements during 2023. After consultation with our independent registered public accounting firm,
our management and our audit committee concluded that it was appropriate to restate our previously issued Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 23, 2023,
August 21, 2023, and November 22, 2023, respectively. As part of this process, we identified a third material weakness in our internal
control over financial reporting.

 Finally,
as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based
upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of December 31, 2023 due to the material weakness in our internal controls during the year ended 2023 and
2022 over accounting and reporting complex financial instruments including the accounting of subscription agreements, proper classification
of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current,
and under accrual of liabilities. These material weaknesses in our internal controls have not been remediated as of December 31, 2023.
In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial
statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the
financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results
of operations and cash flows for the periods presented.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.
We continue to evaluate steps to remediate the material weakness. If we identify any new material weakness in the future, any such newly
identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result
in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with
securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,
investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you
that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material
weaknesses.

 We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to "emerging growth companies" or "smaller reporting companies,"
this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging
growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may
deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million
as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December
31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors
find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates for
public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies
may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our
ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues
exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds
$700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison
of our financial statements with other public companies difficult or impossible.

 Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

 Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in
connection with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in
the foreign action as agent for such warrant holder.

 This choice-of-forum provision
may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.

 We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts
against our directors or officers.

 Our
corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may
be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities
laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman
Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands
has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed
and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders'
derivative action in a Federal court of the United States.

 We
have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce
against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of
the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of
judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the
grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy
of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court
may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States
company.

 An
investment in us may result in uncertain or adverse U.S. federal income tax consequences.

 An
investment in us may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly
address instruments similar to the units we are issuing in the initial public offering, the allocation an investor makes with respect
to the purchase price of a unit between the Class A ordinary shares and the one-fifth of a warrant to purchase one Class A
ordinary share included in each unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences
of a cashless exercise of warrants included in the units we are issuing in the initial public offering is unclear under current law.
Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder's
holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary
shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered "qualified dividends"
for U.S. federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax
consequences when holding or disposing of our securities.

 Since
only holders of our founder shares will have the right to vote on the election of directors, upon the listing of our shares on Nasdaq,
Nasdaq may consider us to be a "controlled company" within the meaning of Nasdaq rules and, as a result, we may qualify for
exemptions from certain corporate governance requirements.

 After
completion of the initial public offering, only holders of our founder shares will have the right to vote on the election of directors.
As a result, Nasdaq may consider us to be a "controlled company" within the meaning of the Nasdaq corporate governance standards.
Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or
another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including
the requirements that:

 we have a board that includes
 a majority of "independent directors," as defined under the rules of Nasdaq;

 we have a compensation
 committee of our board that is comprised entirely of independent directors with a written charter addressing the committee's
 purpose and responsibilities; and

 we have a nominating committee
 of our board that is comprised entirely of independent directors with a written charter addressing the committee's purpose
 and responsibilities.

 We
do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules.
However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to
shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

 We
may be a passive foreign investment company, or "PFIC," which could result in adverse U.S. federal income tax consequences
to U.S. investors.

 If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary
shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception
and the timing of our initial business combination. Depending on the particular circumstances the application of the start-up exception
may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual
PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine
we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal
Revenue Service ("IRS") may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to
make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required
information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their
tax advisors regarding the possible application of the PFIC rules with respect to their particular circumstances.

 We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders.

 We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in
which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or
warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to
their ownership of us after the reincorporation.

 Risks
Associated with Acquiring and Operating a Business in Foreign Countries

 If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may
face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect
such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

 If
we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would
be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing
our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,
regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

 If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:

 costs and difficulties
 inherent in managing cross-border business operations;

 rules and regulations regarding
 currency redemption;

 complex corporate withholding
 taxes on individuals;

 laws governing the manner
 in which future business combinations may be effected;

 exchange listing and/or
 delisting requirements;

 tariffs and trade barriers;

 regulations related to
 customs and import/export matters;

 local or regional economic
 policies and market conditions;

 unexpected changes in regulatory
 requirements;

 longer payment cycles;

 tax issues, such as tax
 law changes and variations in tax laws as compared to the United States;

 currency fluctuations and
 exchange controls;

 rates of inflation;

 challenges in collecting
 accounts receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable
 legal or regulatory systems;

 corruption;

 protection of intellectual
 property;

 social unrest, crime, strikes,
 riots, and civil disturbances;

 regime changes and political
 upheaval;

 terrorist attacks, natural
 disasters and wars; and

 deterioration of political
 relations with the United States.

 We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.

 If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.

 Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues
which may adversely affect our operations.

 After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which
we operate.

 The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such country's economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and
if we effect our initial business combination, the ability of that target business to become profitable.

 Exchange
rate fluctuations and currency policies may cause a target business' ability to succeed in the international markets to be diminished.

 In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar
equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.
The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic
conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target
business or, following consummation of our initial business combination, our financial condition, and results of operations. Additionally,
if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

 We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.

 In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business, business opportunities or capital.

 We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.

 We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

 Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.

 Item 1B.
Unresolved Staff Comments

 Not

 Item 2.
Properties

 We
currently maintain our executive offices at 2021 Fillmore St. #2089, San Francisco, California 94115. The cost for our use of this space
is included in the $10,000 per month fee we accrue to our Sponsor or an affiliate of our Sponsor for office space, administrative and
support services. We consider our current office space adequate for our current operations.

 Item 3.
Legal Proceedings

 To
the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors
in their capacity as such or against any of our property.

 Item 4.
Mine Safety Disclosures

 Not

 PART
II

 Item 5.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 (a)
Market Information

 Our
units, Class A ordinary shares and warrants are each traded on the Nasdaq. Our units commenced public trading on March 15,
2021, under the symbol "PLMIU" Our Class A ordinary shares and warrants began separate trading on May 6, 2021,
under the symbols "PLMI" and "PLMIW," respectively.

 (b)
Holders

 As
of February 26, 2024, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one
holder of record of our Class B ordinary shares and two holders of record of our warrants.

 (c)
Dividends

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 (d)
Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)
Performance Graph

 Not

 (f)
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.

 On
January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration
of 8,625,000 Class B ordinary shares, par value $0.0001.

 With
the underwriter's over-allotment remaining option expired in May 2021, the initial shareholders forfeited 644,591 shares to the
Company for no consideration so that the initial shareholders would collectively own 20% of the Company's issued and outstanding
ordinary shares after the IPO. As of December 31, 2023, there were no shares of Class B Ordinary Shares issued and outstanding.

 On
March 18, 2021, we completed our initial public offering of 30,000,000 units, at a price of $10.00 per unit, generating aggregate gross
proceeds to the Company of $300.0 million.

 On
April 14, 2021, the Company sold an additional 1,921,634 units for gross proceeds in connection with the underwriter's partial
exercise of its overallotment option for total gross proceeds of approximately $19.2 million.

 Concurrently
with the closing of the initial public offering, our Sponsor purchased 6,000,000 private placement warrants, each exercisable to purchase
one ordinary share at $11.50 per share generating gross proceeds of $9.0 million, in a private placement that closed simultaneously with
the closing of our initial public offering. Simultaneously with the closing of the over-allotment option, our Sponsor purchased an additional
256,218 private placement warrants generating additional proceeds of $0.4 million. A portion of the proceeds from the sale of the private
placement warrants was added to the proceeds from the initial public offering held in the trust account. If the company does not complete
an initial business combination within the combination period, the private placement warrants will expire worthless. The private placement
warrants are substantially similar to the warrants underlying the units issued in the initial public offering, except that they are non-redeemable
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the company's
officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants
until 30 days after the completion of the initial business combination. The sale of the private placement warrants was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were
paid with respect to such sales.

 On
January 31, 2022, the Company issued an unsecured promissory note (the "Dinsdale Note") in the principal amount of $500,000
to Mike Dinsdale. The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination. The
Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023
or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the Dinsdale
Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale
shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole or in part, into private
placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock
Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Dinsdale Note is subject to customary events of
default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with
regard to the Dinsdale Note becoming immediately due and payable. The Dinsdale Note was issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 On
July 11, 2022, the Company issued an unsecured promissory note (the "Burns Note") in the principal amount of $500,000 to
Ursula Burns. The Burns Note does not bear interest and is repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). Up to fifty percent (50%) of the principal of the Burns Note may be drawn down from
time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note
may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments of not less than
$50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will
be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation, to convert the
principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement,
dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private
placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid
principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On
March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the "Roy Note")
to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March
16, 2023. The Roy Note does not bear interest and matures upon the consummation of the Company's initial business combination with
one or more businesses or entities. In the event the Company does not consummate a business combination, the Roy Note will be repaid
upon the Company's liquidation only from amounts remaining outside of the Company's trust account, if any. The Roy Note is
subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Roy Note and
all other sums payable with regard to the Roy Note becoming immediately due and payable.

 In
connection with the Subscription Agreements (as described below), the Company issued unsecured promissory notes ("Convertible Promissory
Notes"), dated as of March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, in the principal amount of up to $1,500,000,
$1,090,000, $340,000,and $800,000, respectively, to Sponsor, which may be drawn down by the Company from time to time prior to the consummation
of the Company's Business Combination. The Convertible Promissory Notes do not bear interest, matures on the date of consummation
of the Business Combination and is subject to customary events of default. The Convertible Promissory Notes will be repaid only to the
extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering
and is convertible into private placement warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants
would be identical to the Private Placement Warrants. The Company has evaluated the accounting treatment of the convertible notes under
ASC 815. The Company has determined that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor
exercises the conversion feature. As of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory
Note has been determined to have de minis value.

 Use
of Proceeds

 In
 connection with the initial public offering and the exercise of the underwriter's over-allotment
 option, we incurred offering costs of approximately $18.3 million (including underwriting
 commissions of approximately $6.3 million and deferred underwriting commissions of approximately
 $11.2 million). Other incurred offering costs consisted principally preparation fees related
 to the initial public offering. After deducting the underwriting discounts and commissions
 (excluding the deferred portion, which amount will be payable upon consummation of the initial
 business combination, if consummated) and the initial public offering expenses, $319.2 million
 of the net proceeds from our initial public offering and certain of the proceeds from the
 private placement of the private placement warrants (or $10.00 per Unit sold in the initial
 public offering) was placed in the trust account, which amount was reduced to approximately
 $35.6 million following redemptions in connection with the extraordinary general meetings
 of shareholders held on March 15, 2023, and September 13, 2023. The net proceeds of the initial
 public offering and certain proceeds from the sale of the private placement warrants are
 held in the trust account and invested as described elsewhere in this Report.

 There
has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement
warrants as is described in our final prospectus related to our initial public offering.

 (g)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item 6.
[Reserved]

 Not

 Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 References
in this report (the "Annual Report") to "we," "us" or the "Company" refer to Plum Acquisition
Corp. I. References to our "management" or our "management team" refer to our officers and directors, and references
to the "Sponsor" refer to Plum Partners, LLC. The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this
Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.

 Special
Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements other than statements of historical fact included in this
Form 10-K including statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations"
regarding the Company's financial position, business strategy and the plans and objectives of management for future operations,
are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend,"
"estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs,
based on information currently available. A number of factors could cause actual events, performance or results to differ materially
from the events, performance and results discussed in the forward-looking statements. The Company's securities filings can be accessed
on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.

 Overview

 We
are a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021 and formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses. We intend to consummate an initial business combination using cash from the proceeds of our Public Offering (the "Public
Offering") that closed on March 18, 2021 (the "Closing Date") and the Private Placement, and from additional issuances
of, if any, our equity and our debt, or a combination of cash, equity and debt.

 Recent
Developments

 On
November 27, 2023, we entered into a definitive business combination agreement with Veea Inc. ("Veea") (the "Business
Combination Agreement") related to a proposed merger expected to result in Veea becoming a publicly traded company (referred to
herein as the "Combined Company") whose business, after the closing (the "Closing"), assuming the occurrence
thereof, will be the continued business of Veea.

 Results
of Operations

 For
the year ended December 31, 2023, we had a loss of $34,727. In addition to the loss from operations of $3,098,285, we recognized other
income of $3,063,558 consisting of interest earned on cash held in the Trust Account of $4,758,906, reduction of deferred underwriter
fee payable of $328,474 and change in fair value of FPA of $308,114, offset by an unrealized loss on our warrant liabilities of $1,264,054,
issuance of FPA of $308,114 and interest expense – debt discount of $759,768.

 For
the year ended December 31, 2022, we had a net income of $10,578,125. In addition to the loss from operations of $4,074,437, we
recognized other income of $14,652,562 consisting of the change in fair value of our warrant liabilities of $8,973,522, termination fee
of $1,000,000 and interest earned on investments held in the Trust Account of $4,679,040.

 Through
December 31, 2023, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective
acquisition candidates and activities relating to general corporate matters. We have not generated any realized income, other than interest
income. The change in fair value of our warrant liabilities had no impact on cash. As of December 31, 2023, $35,555,976 was held in the
Trust Account, $94,703 of cash held outside of Trust Account and $4,587,330 of accounts payable and accrued expenses.

 Except
with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds
in the Trust will not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or
(2) to the Public Shareholders, until the earliest of (i) the completion of our initial Business Combination, and then only
in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of the
public shares if we do not complete an initial Business Combination within the combination period or (B) with respect to any other
provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if
we have not consummated a Business Combination within the Combination Period, subject to applicable law.

 Results of Operations for the Three and Nine Months ended September
30, 2023 (As Restated)

 For the three months ended September 30, 2023, we
had a loss from operations of $353,372. In addition to the loss from operations, we recognized other income of $15,322 consisting of interest
earned on cash held in the Trust Account of $626,310 offset by unrealized loss on our warrant liabilities of $334,975 and interest expense
– debt discount of $279,013.

 For the three months ended September 30, 2022, we
had a loss from operations of $633,050. In addition to the loss from operations, we recognized other income of $3,118,342 consisting of
an unrealized gain on our warrant liabilities of $1,674,871 and interest earned on cash held in the Trust Account of $1,443,471.

 For the nine months ended September 30, 2023, we
had a loss from operations of $2,085,609. In addition to the loss from operations, we recognized other income $3,879,911 consisting of
change in fair value of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474 and interest earned on cash held in
the Trust Account of $4,344,597 offset by an unrealized loss on our warrant liabilities of $379,216, issuance of FPA of $308,114 and interest
expense – debt discount of $413,944.

 For the nine months ended September 30, 2022, we
had a loss from operations of $2,686,622. In addition to the loss from operations, we recognized other income of $10,422,422 consisting
of an unrealized gain on our warrant liabilities of $8,499,501 and interest earned on cash held in the Trust Account of $1,922,921.

 Through September 30, 2023, our efforts have been
limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities
relating to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value
of our warrant liabilities had no impact on cash. As of September 30, 2023, $35,096,667 was held in the Trust Account, cash outside of
Trust Account of $92,722 and $3,976,694 accounts payable and accrued expenses.

 Except with respect to interest earned on the funds
held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust
Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of
(i) the completion of our initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders
properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business
Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing
of the IPO (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination) (the "Combination Period") or (B) with respect to any other provision relating to the rights of holders of the
Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination
Period, subject to applicable law.

 Results of Operations for the Three and Six Months ended June 30,
2023 (As Restated)

 For the three months ended June 30, 2023, we had
a loss from operations of $578,954. In addition to the loss from operations, we recognized other income of $3,131,354 consisting of an
unrealized loss on our warrant liabilities of $1,978,245, change in fair value of FPA of $633,205 and interest earned on cash held in
the Trust Account of $626,320 offset by interest expense – debt discount of $106,416.

 For the six months ended June 30, 2023, we had a
loss from operations of $1,732,236. In addition to the loss from operations, we recognized other income $3,864,589 consisting of interest
earned on cash held in the Trust Account of $3,715,287, change in fair value of FPA of $308,114 and reduction of deferred underwriter
fee payable of $328,474 offset by unrealized loss on our warrant liabilities of $44,241, issuance of FPA of $308,114, interest expense
– debt discount of $134,931.

 For the three months ended June 30, 2022, we had
a loss from operations of $1,544,496. In addition to the loss from operations, we recognized other income of $3,423,925 consisting of
an unrealized gain on our warrant liabilities of $2,970,528 and interest earned on cash held in the Trust Account of $453,397.

 For the six months ended June 30, 2022, we had a
loss from operations of $2,053,572. In addition to the loss from operations, we recognized other income of $7,304,080 consisting of an
unrealized gain on our warrant liabilities of $6,824,630 and interest earned on cash held in the Trust Account of $479,450.

 Through June 30, 2023, our efforts have been limited
to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating
to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value of our warrant
liabilities had no impact on cash. As of June 30, 2023, $55,154,617 was held in the Trust Account, cash outside of Trust Account of $20,880
and $3,853,954 accounts payable and accrued expenses.

 Except with respect to interest earned on the funds
held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust
Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of
(i) the completion of our initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders
properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business
Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing
of the IPO (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination) (the "Combination Period") or (B) with respect to any other provision relating to the rights of holders of the
Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination
Period, subject to applicable law.

 Results of Operations for the Three Months ended March 31, 2023
(As Restated)

 For the three months ended March 31, 2023, we had
a loss from operations of $1,153,282. In addition to the loss from operations, we recognized other income $733,235 consisting of interest
earned on cash held in the Trust Account of $3,088,967 and reduction of deferred underwriter fee payable of $328,474 offset by unrealized
loss on our warrant liabilities of $2,022,486, change in fair value of FPA of $325,091, issuance of FPA of $308,114 and interest expense
– debt discount of $28,515.

 For the three months ended March 31, 2022, we had
a loss from operations of $509,076. In addition to the loss from operations, we recognized other income of $3,880,155 consisting of an
unrealized gain on our warrant liabilities of $3,854,102, and interest earned on cash held in the Trust Account of $26,053.

 Through March 31, 2023, our efforts have been limited
to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating
to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value of our warrant
liabilities had no impact on cash. As of March 31, 2023, $54,368,297 was held in the Trust Account, cash outside of Trust Account of $97,811
and $3,584,797 accounts payable and accrued expenses.

 Except with respect to interest earned on the funds
held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust
Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of
(i) the completion of our initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders
properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business
Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing
of the IPO (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination) (the "Combination Period") or (B) with respect to any other provision relating to the rights of holders of the
Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination
Period, subject to applicable law.

 Liquidity,
Capital Resources and Going Concern

 As
of December 31, 2023, we had cash outside our Trust Account of $94,703, available for working capital needs. We intend to use the funds
held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on
prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing
corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,
negotiating and consummating the Business Combination.

 In
March and April 2021, we sold 31,921,634 units (the "Units" and, with respect to the shares of Class A ordinary
shares included in the Units being offered, the "Public Shares") at $10.00 per Unit, generating gross proceeds of $319,216,340.
In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of $10.23 per share, for an aggregate redemption amount of
$273,112,311.62.

we sold 6,256,218 warrants (the "Private Warrants"), at a price of $1.50 per Private Warrant, generating gross proceeds of
$9,384,327. Following the sale of our Units and the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed
in the Trust Account. We incurred $18,336,269 in Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572
of deferred underwriting discount and $779,370 of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants,
included in the consolidated statements of operations and $17,771,568 included in temporary equity.

 On
January 31, 2022, the Company issued an unsecured promissory note (the "Dinsdale Note") in the principal amount of $500,000
to Mike Dinsdale. The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination.
The Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18,
2023 or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the
Dinsdale Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination,
the Mr. Dinsdale shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole
or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between
the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Dinsdale
Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the
Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately due and payable. The Dinsdale
Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

 On
July 11, 2022, the Company issued an unsecured promissory note (the "Burns Note") in the principal amount of $500,000
to Ursula Burns. The Burns Note does not bear interest and is repayable in full upon consummation of a Business Combination. Up
to fifty percent (50%) of the principal of the Burns Note may be drawn down from time to time at the Company's option
prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note may be drawn down from time to
time at the Company's option after August 25, 2022, in each case in increments of not less than $50,000. If the Company does
not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will be forgiven. Upon the
consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation, to convert the principal balance
of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18,
2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement
warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal
balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On
March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the "Roy
Note") to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal
amount of $250,000 on March 14, 2023. The Roy Note does not bear interest and matures upon the consummation of the Company's
initial business combination with one or more businesses or entities. In the event the Company does not consummate a business combination,
the Roy Note will be repaid upon the Company's liquidation only from amounts remaining outside of the Company's trust
account, if any. The Roy Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid
principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming immediately due and payable.

 On
March 17, 2023, July 25, 2023, October 18, 2023 and November 12, 2023, the Company issued unsecured promissory notes ("Convertible
Promissory Notes") in the principal amount of up to $1,500,000, $1,090,000, $340,000 and $800,000, respectively, to Sponsor, which
may be drawn down by the Company from time to time prior to the consummation of the Company's Business Combination. The Convertible
Promissory Notes do not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events
of default. The Convertible Promissory Notes will be repaid only to the extent that the Company has funds available to it outside of
its trust account established in connection with its initial public offering and is convertible into private placement warrants of the
Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants.

 As
of December 31, 2023, we had investments held in the Trust Account of $35,555,976 (including $9,454,208 of income) consisting of money
market funds.

 For
 the year ended December 31, 2023, cash used in operating activities was $1,062,642. Net loss
 of $34,727 which consisted of change in fair value of FPA of $308,114, reduction of deferred
 underwriter fee payable of $328,474, and interest earned on cash held in the Trust Account
 of $4,758,906, was primarily offset by an unrealized loss on our warrant liabilities of $1,264,054,
 issuance of FPA of $308,114, interest expense – debt discount of $759,768 and
 other operational activities including amounts for accounts payable and accrued expenses
 and due to related party of $2,035,643.

 For
the year ended December 31, 2022, cash used in operating activities was $1,020,823. Net income of $10,578,125 was primarily offset
by the change in the fair value of our warrant liabilities of $8,973,522 and interest earned on investments held in the Trust Account
of $4,679,040. Other operational activities including amounts due to related party, prepaid assets and accounts payable and accrued expenses
generated $120,000, $348,794, and $1,584,820, respectively.

 We
intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating
thereto. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination,
the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or
businesses, make other acquisitions and pursue our growth strategies.

our Sponsor, officers and directors or their respective affiliates have committed to loan us funds as may be required (the "Working
Capital Loans"). If we complete a business combination, we will repay the Working Capital Loans. In the event that a business combination
does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held
in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes.
The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender's discretion,
or converted upon consummation of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As
of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory Note has been determined to have
de minimis value (Note 5).

 In
connection with the Company's assessment of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial
Statements—Going Concern", management has determined that the Company has and will continue to incur significant costs in
pursuit of its acquisition plans which raises substantial doubt about the Company's ability to continue as a going concern. Moreover,
we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem
a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our
initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.

management has determined that if the Company is unable to complete a Business Combination by June 18, 2024 if elected to extend the
Termination Date (the "Combination Period"), then the Company will cease all operations except for the purpose of liquidating.
The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial
doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination
before the mandatory liquidation date.

 Liquidity, Capital Resources and Going Concern for the Nine Months
ended September 30, 2023 (As Restated)

 As of September 30, 2023, we had cash outside our
Trust Account of $92,722, available for working capital needs. We intend to use the funds held outside the Trust Account for identifying
and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and
from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business
Combination.

 In March and April 2021, we sold 31,921,634 units
(the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public
Shares") at $10.00 per Unit, generating gross proceeds of $319,216,340. In connection with the vote to approve the Extension Amendment
Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption
price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62.

 Additionally, we sold 6,256,218 warrants (the "Private
Warrants"), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,384,327. Following the sale of our Units and
the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed in the Trust Account. We incurred $18,336,269 in
Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370
of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statements
of operations and $17,771,568 included in temporary equity.

 On January 31, 2022, the Company issued an unsecured
promissory note (the "Dinsdale Note") in the principal amount of $500,000 to Mike Dinsdale. The Dinsdale Note does not bear
interest and is repayable in full upon consummation of a Business Combination. The Company may draw on the Dinsdale Note from time to
time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business
Combination. If the Company does not complete a Business Combination, the Dinsdale Note shall not be repaid and all amounts owed under
it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale shall have the option, but not the obligation,
to convert the principal balance of the Dinsdale Note, in whole or in part, into private placement warrants (as defined in that certain
Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of
$1.50 per private placement warrant. The Dinsdale Note is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately
due and payable. The Dinsdale Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

 On July 11, 2022, the Company issued an unsecured
promissory note (the "Burns Note") in the principal amount of $500,000 to Ursula Burns. The Burns Note does not bear interest
and is repayable in full upon consummation of a Business Combination. Up to fifty percent (50%) of the principal of the Burns Note may
be drawn down from time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal
of the Burns Note may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments
of not less than $50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation,
to convert the principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant
Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per
private placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the
unpaid principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On March 16, 2023, the Company issued an unsecured
promissory note in the total principal amount of up to $250,000 (the "Roy Note") to Mr. Kanishka Roy, individually and as
a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 14, 2023. The Roy Note does not bear interest
and matures upon the consummation of the Company's initial business combination with one or more businesses or entities. In the
event the Company does not consummate a business combination, the Roy Note will be repaid upon the Company's liquidation only from
amounts remaining outside of the Company's trust account, if any. The Roy Note is subject to customary events of default, the occurrence
of which automatically trigger the unpaid principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming
immediately due and payable.

 As of September 30, 2023, we had investments held
in the Trust Account of $35,096,667 (including $9,039,899 of income) consisting of money market funds.

 For nine months ended September 30, 2023, cash used
in operating activities was $709,623. Net income of $1,794,302 which consisted of change in fair value of FPA of $308,114, reduction of
deferred underwriter fee payable of $328,474, and interest earned on cash held in the Trust Account of $4,344,597, was primarily offset
by an unrealized loss on our warrant liabilities of $379,216, issuance of FPA of $308,114, interest expense – debt discount of $413,944
and other operational activities including amounts due to related party of $1,375,986.

 For nine months ended September 30, 2022, cash used
in operating activities was $748,365. Net income of $7,735,800 was primarily offset by an unrealized gain on our warrant liabilities of
$8,499,501 and interest earned on cash held in the Trust Account of $1,922,921. Other operational activities including amounts due to
related party generated $1,938,257.

 We intend to use substantially all of the funds
held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our equity or debt
is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue
our growth strategies.

 Further, our Sponsor, officers and directors or
their respective affiliates have committed to loan us funds as may be required (the "Working Capital Loans"). If we complete
a business combination, we will repay the Working Capital Loans. In the event that a business combination does not close, we may use a
portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either
be repaid upon consummation of a business combination, without interest, or, at the lender's discretion, or converted upon consummation
of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As of September 30, 2023, $1,000,000
Working Capital Loans have been issued.

 In connection with the Company's assessment
of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial Statements—Going Concern", management
has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial
doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to
complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation
of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 Further, management has determined that if the Company
is unable to complete a Business Combination by December 18, 2023, or June 18, 2024 if elected to extend the Termination Date up to nine
times by an additional one month each time (the "Combination Period"), then the Company will cease all operations except for
the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital
deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends
to complete a Business Combination before the mandatory liquidation date.

 Liquidity, Capital Resources and Going Concern for the Six Months
ended June 30, 2023 (As Restated)

 As of June 30, 2023, we had cash outside our Trust
Account of $20,880, available for working capital needs. We intend to use the funds held outside the Trust Account for identifying and
evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from
the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective
target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

 In March and April 2021, we sold 31,921,634 units
(the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public
Shares") at $10.00 per Unit, generating gross proceeds of $319,216,340. In connection with the vote to approve the Extension Amendment
Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption
price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62.

 Additionally, we sold 6,256,218 warrants (the "Private
Warrants"), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,384,327. Following the sale of our Units and
the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed in the Trust Account. We incurred $18,336,269 in
Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370
of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statements
of operations and $17,771,568 included in temporary equity.

 On January 31, 2022, the Company issued an unsecured
promissory note (the "Dinsdale Note") in the principal amount of $500,000 to Mike Dinsdale. The Dinsdale Note does not bear
interest and is repayable in full upon consummation of a Business Combination. The Company may draw on the Dinsdale Note from time to
time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business
Combination. If the Company does not complete a Business Combination, the Dinsdale Note shall not be repaid and all amounts owed under
it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale shall have the option, but not the obligation,
to convert the principal balance of the Dinsdale Note, in whole or in part, into private placement warrants (as defined in that certain
Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of
$1.50 per private placement warrant. The Dinsdale Note is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately
due and payable. The Dinsdale Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

 On July 11, 2022, the Company issued an unsecured
promissory note (the "Burns Note") in the principal amount of $500,000 to Ursula Burns. The Burns Note does not bear interest
and is repayable in full upon consummation of a Business Combination. Up to fifty percent (50%) of the principal of the Burns Note may
be drawn down from time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal
of the Burns Note may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments
of not less than $50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation,
to convert the principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant
Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per
private placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the
unpaid principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On March 16, 2023, the Company issued an unsecured
promissory note in the total principal amount of up to $250,000 (the "Roy Note") to Mr. Kanishka Roy, individually and as
a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 14, 2023. The Roy Note does not bear interest
and matures upon the consummation of the Company's initial business combination with one or more businesses or entities. In the
event the Company does not consummate a business combination, the Roy Note will be repaid upon the Company's liquidation only from
amounts remaining outside of the Company's trust account, if any. The Roy Note is subject to customary events of default, the occurrence
of which automatically trigger the unpaid principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming
immediately due and payable.

 As of June 30, 2023, we had investments held in
the Trust Account of $55,154,617 (including $8,410,589 of income) consisting of money market funds. Income on the balance in the Trust
Account may be used to pay taxes. Through June 30, 2023, we withdrew an amount of $273,112,312 in interest earned on the Trust Account
in connection with redemption.

 For six months ended June 30, 2023, cash used in
operating activities was $431,465. Net income of $2,132,353 was primarily offset by an unrealized loss on our warrant liabilities of $44,241,
change in fair value of FPA of $308,114, issuance of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, interest
expense – debt discount of $134,931 and interest earned on cash held in the Trust Account of $3,715,287. Other operational activities
including amounts due to related party generated $1,300,771.

 For six months ended June 30, 2022, cash used in
operating activities was $533,488. Net income of $5,250,508 was primarily offset by an unrealized gain on the change in the fair value
of our warrant liabilities of $6,824,630 and interest earned on investments held in Trust Account of $479,450. Other operational activities
including amounts due to related party generated $1,520,084.

 We intend to use substantially all of the funds
held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our equity or debt
is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue
our growth strategies.

 Further, our Sponsor, officers and directors or
their respective affiliates have committed to loan us funds as may be required (the "Working Capital Loans"). If we complete
a business combination, we will repay the Working Capital Loans. In the event that a business combination does not close, we may use a
portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either
be repaid upon consummation of a business combination, without interest, or, at the lender's discretion, or converted upon consummation
of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As of June 30, 2023, $1,000,000 Working
Capital Loans have been issued.

 In connection with the Company's assessment
of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial Statements—Going Concern", management
has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial
doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to
complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation
of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 Further, management has determined that if the Company
is unable to complete a Business Combination by September 18, 2023, or March 18, 2024 if elected to extend the Termination Date up to
nine times by an additional one month each time (the "Combination Period"), then the Company will cease all operations except
for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital
deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends
to complete a Business Combination before the mandatory liquidation date.

 Liquidity, Capital Resources and Going Concern for the Three Months
ended March 31, 2023 (As Restated)

 As of March 31, 2023, we had cash outside our Trust
Account of $97,811, available for working capital needs. We intend to use the funds held outside the Trust Account for identifying and
evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from
the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective
target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

 In March and April 2021, we sold 31,921,634 units
(the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public
Shares") at $10.00 per Unit, generating gross proceeds of $319,216,340. In connection with the vote to approve the Extension Amendment
Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption
price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62.

 Additionally, we sold 6,256,218 warrants (the "Private
Warrants"), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,384,327. Following the sale of our Units and
the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed in the Trust Account. We incurred $18,336,269 in
Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370
of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statements
of operations and $17,771,568 included in temporary equity.

 On January 31, 2022, the Company issued an unsecured
promissory note (the "Dinsdale Note") in the principal amount of $500,000 to Mike Dinsdale. The Dinsdale Note does not bear
interest and is repayable in full upon consummation of a Business Combination. The Company may draw on the Dinsdale Note from time to
time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business
Combination. If the Company does not complete a Business Combination, the Dinsdale Note shall not be repaid and all amounts owed under
it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale shall have the option, but not the obligation,
to convert the principal balance of the Dinsdale Note, in whole or in part, into private placement warrants (as defined in that certain
Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of
$1.50 per private placement warrant. The Dinsdale Note is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately
due and payable. The Dinsdale Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

 On July 11, 2022, the Company issued an unsecured
promissory note (the "Burns Note") in the principal amount of $500,000 to Ursula Burns. The Burns Note does not bear interest
and is repayable in full upon consummation of a Business Combination. Up to fifty percent (50%) of the principal of the Burns Note may
be drawn down from time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal
of the Burns Note may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments
of not less than $50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation,
to convert the principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant
Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per
private placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the
unpaid principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On March 16, 2023, the Company issued an unsecured
promissory note in the total principal amount of up to $250,000 (the "Roy Note") to Mr. Kanishka Roy, individually and as
a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 14, 2023. The Roy Note does not bear interest
and matures upon the consummation of the Company's initial business combination with one or more businesses or entities. In the
event the Company does not consummate a business combination, the Roy Note will be repaid upon the Company's liquidation only from
amounts remaining outside of the Company's trust account, if any. The Roy Note is subject to customary events of default, the occurrence
of which automatically trigger the unpaid principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming
immediately due and payable.

 As of March 31, 2023, we had investments held in
the Trust Account of $54,368,297 (including $7,784,269 of income) consisting of money market funds. Income on the balance in the Trust
Account may be used to pay taxes. Through March 31, 2023, we withdrew an amount of $273,112,312 any interest earned on the Trust Account
in connection with redemption.

 For three months ended March 31, 2023, cash used
in operating activities was $238,590. Net loss of $420,047 was primarily offset by an unrealized loss on our warrant liabilities of $2,022,486,
change in fair value of FPA of $325,091, issuance of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, interest
expense – debt discount of $28,515 and interest earned on cash held in the Trust Account of $3,088,967. Other operational activities
including amounts due to related party generated $914,692.

 For three months ended March 31, 2022, cash used
in operating activities was $339,506. Net income of $3,371,079 was primarily offset by an unrealized gain on the change in the fair value
of our warrant liabilities of $3,854,102 and interest earned on investments held in Trust Account of $26,053. Other operational activities
including amounts due to related party generated $169,570.

 We intend to use substantially all of the funds
held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our equity or debt
is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue
our growth strategies.

 Further, our Sponsor, officers and directors or
their respective affiliates have committed to loan us funds as may be required (the "Working Capital Loans"). If we complete
a business combination, we will repay the Working Capital Loans. In the event that a business combination does not close, we may use a
portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either
be repaid upon consummation of a business combination, without interest, or, at the lender's discretion, or converted upon consummation
of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As of March 31, 2023, $1,000,000 Working
Capital Loans have been issued.

 In connection with the Company's assessment
of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial Statements—Going Concern", management
has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial
doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to
complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation
of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 Further, management has determined that if the Company
is unable to complete a Business Combination by June 18, 2023, or March 18, 2024 if elected to extend the Termination Date up to nine
times by an additional one month each time (the "Combination Period"), then the Company will cease all operations except for
the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital
deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends
to complete a Business Combination before the mandatory liquidation date.

 Off-Balance Sheet
Arrangements

 We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2023.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 We
have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any
debt or commitments of other entities, or entered into any non-financial agreements involving assets.

 Contractual
obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

 Critical
Accounting Estimates

 Management's
discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe
our significant accounting policies in Note 3 – Significant Accounting Policies, of the Notes to Consolidated Financial Statements
included in this report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting
policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates.
On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated
financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing
contracts, industry trends and information available from outside sources, as appropriate. Some of the more significant estimates are
in connection with determining the fair value of the warrant liabilities, convertible promissory note and subscription liability. However,
by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Liabilities

 We
account for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms
of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including
whether the Warrants are indexed to the Company's own ordinary shares and whether the holders of the Warrants could potentially
require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants
and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all
of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at
the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified
warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes
in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations. We account for
the Public and Private warrants in accordance with guidance contained in ASC815-40. Such guidance provides that because the warrants
do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Promissory Notes

 The
Company accounts for its convertible promissory note under ASC 815, "Derivatives and Hedging" ("ASC 815"). Under
815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under
ASC 825, "Financial Instruments" ("ASC 825"). The Company has made such election for its convertible promissory
note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance
and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either
an expense in the consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).
Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations.

Liability

to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair
value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of
the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.

 Redeemable
Shares of Class A Ordinary shares

 All
of the 31,921,634 shares of Class A ordinary shares included in the Units sold as part of the Public Offering contain a redemption
feature as described in the prospectus for the Public Offering. In accordance with FASB ASC 480, "Distinguishing Liabilities from
Equity", redemption provisions not solely within the control of the Company require the security to be classified outside of permanent
equity. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares will be affected by charges against
additional paid-in capital.

 Net
Income Per Ordinary Share

 The
Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and
losses are shared pro rata between the two classes of shares. The potential ordinary shares for outstanding warrants to purchase the
Company's shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants
are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per common share is
the same as basic net (loss) income per common share for the periods.

 Recent
accounting standards

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial
statements and disclosures.

 Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.

 Item 8.
Financial Statements and Supplementary Data

 This
information appears following Item 15 of this Report and is included herein by reference.

 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A.
Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and
forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to
our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness in our internal controls over
accounting and reporting complex financial instruments including the accounting for our subscription agreements, proper classification
of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current,
and under accrual of liabilities. In light of this material weakness, we performed additional analysis as deemed necessary to ensure
that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this Annual Report present fairly in all material respects our financial position,
results of operations and cash flows for the period presented.

 Management's
Report on Internal Controls Over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1)

 pertain to the maintenance of records that, in reasonable
 detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)

 provide reasonable assurance that transactions are
 recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures
 are being made only in accordance with authorizations of our management and directors, and

 (3)

 provide reasonable assurance regarding prevention or
 timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
 statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting at December 31, 2023. In making these assessments, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Management has concluded that our internal control over financial reporting was not effective at December 31, 2023
due to the material weakness in our internal controls during the year ended 2023 over accounting and reporting its Subscription Agreements
and during the year ended 2022 over accounting and reporting complex financial instruments including the proper classification of warrants
as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, and under
accrual of liabilities. These material weaknesses in our internal controls have not been remediated as of December 31, 2023. In light
of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements
were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements
included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and
cash flows for the periods presented.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status
as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.
Other Information

 Appointment
of Chief Operating Officer

 On
 April 12, 2023, the Board of Directors appointed James Lynfield as the Company's Chief Operating Officer. Mr. Lynfield, 30, has
served as a partner of the Sponsor since May 2021. Prior to joining the Sponsor, Mr. Lynfield served as a private equity associate at
Cerberus Capital Management from August 2017 through April 2019 and as an investment banking analyst at Credit Suisse from July 2015
through June 2017. Mr. Lynfield holds an undergraduate degree in Mathematics from Northwestern University and an MBA from Columbia Business
School.

 Mr.
Lynfield will not receive any compensation from the Company in connection with his service as the Company's Chief Operating Officer.
Mr. Lynfield will report to Messrs. Roy and Dinsdale, who remain in charge of all of the Company's principal business units, divisions
and functions and perform all policy-making functions at the Company. Accordingly, Mr. Lynfield is not an "executive officer"
of the Company as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended.

Note

 On
March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, the Company issued unsecured promissory notes ("Convertible
Promissory Notes") in the principal amount of up to $1,500,000, $1,090,000, $340,000 and $800,000, respectively, to Sponsor, which
may be drawn down by the Company from time to time prior to the consummation of the Company's Business Combination. The Convertible
Promissory Notes do not bear interest, mature on the date of consummation of the Business Combination and is subject to customary events
of default. The Convertible Promissory Notes will be repaid only to the extent that the Company has funds available to it outside of
its trust account established in connection with its initial public offering and is convertible into private placement warrants of the
Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants.

 The
Convertible Promissory Notes were issued, and any private placement warrants and underlying shares will be issued, pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not

 PART
III

 Item 10.
Directors, Executive Officers and Corporate Governance Directors and Executive Officers

 Our
directors and officers are as follows:

 Name

 Age

 Position

 Kanishka Roy

 President,
 Co-Chief Executive Officer, and Director

 Mike Dinsdale

 Co-Chief Executive Officer,
 Chief Financial Officer, and Director

 Alok Sama

 Alan Black

 Vivian Chow

 Kanishka
Roy is our President, Co-Chief Executive Officer and a director. Mr. Roy is a technology and finance veteran, with over
20 years of experience as a technology investment banker, public company executive, and growth investor. From 2014 to 2019, Mr. Roy
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 is our Co-Chief Executive Officer, Chief Financial Officer and a director. Mr. 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. Most recently, 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, 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.

 Alok
Sama is a director. Mr. Sama is currently a Senior Advisor to Warburg Pincus LLC, joining in 2020. He was formerly President &
CFO of SoftBank Group International ("SBGI") and Chief Strategy Officer for SoftBank Group ("SBG"), from 2014
to April 2019. 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).

 Alan
 Black is a director. Mr. 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 serves on McGill's Board of Advisors for the Western United States,
 co-chairing its Bursary Subcommittee. 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.

 Vivian
Chow is a director. Ms. Chow served as SVP, Strategic Execution & Operations at DocuSign, Inc., providing of a leading e-signature product,
from April 2021 through February 2022 and as Chief Accounting Officer from November 2013 through March 2021. Prior
to joining DocuSign, Ms. Chow served for five years as the VP, Worldwide Controller for Electronic Arts Inc., a leading publisher
of video games. Prior to that, she held VP and Corporate Controller positions at Restoration Hardware, a home furnishings retailer, and
Thermage, Inc., a medical device manufacturer. Previously, she held leadership positions at Fair, Isaac & Company, Inc., Calypte
Biomedical Corporation and Nextel Communications. Ms. Chow started her career at Arthur Andersen & Co., a public accounting
partnership, where she served various clients in the audit and financial services consulting practices. Ms. Chow currently sits on the
board of LiveRamp, a data collaboration platform. Ms. Chow holds a bachelor of science degree in accounting from Lehigh University where
she sits on the Dean's Advisory Council. She is a certified public accountant (inactive) in the State of California.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except
for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the
Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end
following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Black and Ms. Chow, will
expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Sama,
will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Roy
and Mr. Dinsdale, will expire at our third annual meeting of shareholders.

 Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders
of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason.

to an agreement entered into on or prior to the closing of the Initial Public Offering, our Sponsor, upon and following consummation
of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as
the Sponsor holds any securities covered by the registration and shareholder rights agreement.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our
officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents,
secretary, treasurer and such other offices as may be determined by the board of directors.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Sama,
Mr. Black and Ms. Chow are "independent directors" as defined in the Nasdaq listing standards. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.

 Committees
of the Board of Directors

 Our
board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to
phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit
committee of a listed company be comprised solely of independent directors. Subject to phase- in rules and a limited exception, the rules
of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent
directors.

 Audit
Committee

 We
have established an audit committee of the board of directors. Mr. Sama, Mr. Black and Ms. Chow serve on our audit committee.
Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are independent under the Nasdaq listing standards
and applicable SEC rules. Mr. Sama serves as the Chairman of the audit committee.

 Under
the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the
audit committee is financially literate and our board of directors has determined that qualifies as an "audit committee financial
expert" as defined in applicable SEC rules.

 The
audit committee is responsible for:

 meeting
 with our independent registered public accounting firm regarding, among other issues, audits,
 and adequacy of our accounting and control systems;

 monitoring
 the independence of the independent registered public accounting firm;

 verifying
 the rotation of the lead (or coordinating) audit partner having primary responsibility for
 the audit and the audit partner responsible for reviewing the audit as required by law;

 inquiring
 and discussing with management our compliance with applicable laws and regulations;

 pre-approving all
 audit services and permitted non-audit services to be performed by our independent registered
 public accounting firm, including the fees and terms of the services to be performed;

 appointing
 or replacing the independent registered public accounting firm;

 determining
 the compensation and oversight of the work of the independent registered public accounting
 firm (including resolution of disagreements between management and the independent registered
 public accounting firm regarding financial reporting) for the purpose of preparing or issuing
 an audit report or related work;

 establishing
 procedures for the receipt, retention and treatment of complaints received by us regarding
 accounting, internal accounting controls or reports which raise material issues regarding
 our financial statements or accounting policies;

 monitoring
 compliance on a quarterly basis with the terms of the Initial Public Offering and, if any
 noncompliance is identified, immediately taking all action necessary to rectify such noncompliance
 or otherwise causing compliance with the terms of the Initial Public Offering; and

 reviewing
 and approving all payments made to our existing shareholders, executive officers or directors
 and their respective affiliates. Any payments made to members of our audit committee will
 be reviewed and approved by our board of directors, with the interested director or directors
 abstaining from such review and approval.

 Nominating
Committee

 We
have established a nominating committee of our board of directors. The members of our nominating committee are Mr. Sama, Mr. Black
and Ms. Chow, and Ms. Chow serves as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to
have a nominating committee composed entirely of independent directors. Our board of directors has determined that Mr. Sama, Mr. Black
and Ms. Chow are independent under the Nasdaq listing standards.

 The
nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating
committee considers persons identified by its members, management, shareholders, investment bankers and others.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which is specified in our nominating committee charter, generally provides that persons to be nominated:

 should
 have demonstrated notable or significant achievements in business, education, or public service;

 should
 possess the requisite intelligence, education and experience to make a significant contribution
 to the board of directors and bring a range of skills, diverse perspectives and backgrounds
 to its deliberations; and

 should
 have the highest ethical standards, a strong sense of professionalism and intense dedication
 to serving the interests of the shareholders.

 The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person's candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by shareholders and other persons.

 Compensation
Committee

 We
 have established a compensation committee of our board of directors. The members of our compensation
 committee are Mr. Sama, Mr. Black and Ms. Chow and Mr. Black serves as chairman
 of the compensation committee.

 Under
the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board
of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are independent under the Nasdaq listing standards.

 We
have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 reviewing
 and approving on an annual basis the corporate goals and objectives relevant to our executive
 officers' performance in light of such goals and objectives and determining and approving
 the remuneration (if any) of our executive officers, based on such evaluation;

 reviewing
 and approving the compensation of all of our other Section 16 executive officers;

 reviewing
 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit
 arrangements for our executive officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Compensation
Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.

 Code
of Business Conduct and Ethics

 We
have adopted a code of ethics applicable to our directors, officers and employees (" Code of Ethics "). A copy
of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain
provisions of our Code of Ethics in a Current Report on Form 8-K.

 Section 16(a) Beneficial
Ownership Reporting Compliance

 Section 16(a) of
the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent (10%) of our Ordinary Shares
to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with
copies of all Section 16(a) forms they file.

 Conflicts
of Interest

 Under
Cayman Islands Companies Law, directors and officers owe the following fiduciary duties:

 (i)
 duty
 to act in good faith in what the director or officer believes to be in the best interests
 of the company as a whole;

 (ii)
 duty
 to exercise powers for the purposes for which those powers were conferred and not for a collateral
 purpose;

 (iii)
 directors
 should not improperly fetter the exercise of future discretion;

 (iv)
 duty
 to exercise powers fairly as between different sections of shareholders;

 (v)
 duty
 not to put themselves in a position in which there is a conflict between their duty to the
 company and their personal interests; and

 (vi)
 duty
 to exercise independent judgment.

 In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
of that director.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at shareholder meetings.

 Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to
other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties
under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination
opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may
be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial
business combination. Our Existing Governing Documents provide that, to the fullest extent permitted by applicable law: (i) no individual
serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest
or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for any director or officer, on the one hand, and us, on the other.

 In
addition, our Sponsor, officers, and directors may Sponsor or form other special purpose acquisition companies similar to ours or may
pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any potential conflicts would materially affect our ability to complete our initial business combination.

 Below
is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations
or other material management relationships:

 Individual

 Entity

 Entity's

 Affiliation

 Mike Dinsdale

 Akkadian Ventures, LLC

 Investment, Management & Fundraising

 Venture Partner

 Clause Inc.

 Financial Technology

 Jirav, Inc.

 Financial Technology

 Kanishka Roy

 Plum Acquisition Corp III

 Special Purpose Acquisition Company

 President, Chief Executive Officer, Secretary
 and Treasurer and Board Member

 Alok Sama

 Warburg Pincus LLC

 Private Equity

 Senior Advisor

 Blue River Acquisition Corp

 Special Purpose Acquisition Company

 Valhalla Ventures

 Private Equity

 Vice Chairman

 Alan Black

 Surfspray Capital, LLC

 Advisory

 Founder

 Nextiva

 Telecom

 Matillion Ltd

 Technology

 Plum Acquisition Corp III

 Special Purpose Acquisition Company

 Vivian Chow

 LiverRamp Holdings Inc

 Technology

 Potential
investors should also be aware of the following other potential conflicts of interest:

 Our
 officers and directors are not required to, and will not, commit their full time to our affairs,
 which may result in a conflict of interest in allocating their time between our operations
 and our search for a business combination and their other businesses. We do not intend to
 have any full-time employees prior to the completion of our initial business combination.
 Each of our executive officers and directors is engaged in several other business endeavors
 for which he or she may be entitled to substantial compensation, and our executive officers
 and directors are not obligated to contribute any specific number of hours per week
 to our affairs.

 Our Sponsor purchased founder
 shares prior to the date of our Initial Public Offering and our Sponsor purchased Private Placement Warrants in a transaction that
 closed simultaneously with the closing of our Initial Public Offering. Our Sponsor and each member of our management team have entered
 into agreements with us, pursuant to which they have agreed to waive their Redemption rights with respect to any founder shares and
 Public Shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder
 vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
 or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
 with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination
 within the combination period or (B) with respect to any other provision relating to the rights of holders of our Class A
 ordinary shares.

 our Sponsor and other initial shareholders have agreed to waive their rights to liquidating
 distributions from the Trust Account with respect to their founder shares if we fail to complete
 our initial business combination within the prescribed time frame or any extended period
 of time that we may have to consummate an initial business combination as a result of an
 amendment to our Existing Governing Documents. If we do not complete our initial business
 combination within the prescribed time frame, the Private Placement Warrants will expire
 worthless. Except as described herein, our Sponsor and our directors and executive officers
 have agreed not to transfer, assign or sell any of their founder shares until the earliest
 of (A) one year after the completion of our initial business combination and (B) subsequent
 to our initial business combination, (x) if the closing price of our Class A ordinary
 shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
 reorganizations, recapitalizations and the like) for any 20 trading days within any
 30-trading day period commencing at least 150 days after our initial business combination,
 or (y) the date on which we complete a liquidation, merger, share exchange, reorganization
 or other similar transaction that results in all of our Public Shareholders having the right
 to exchange their Ordinary Shares for cash, securities or other property. Except as described
 herein, the Private Placement Warrants will not be transferable until 30 days following
 the completion of our initial business combination. Because each of our executive officers
 and directors own Ordinary Shares or Warrants directly or indirectly, they may have a conflict
 of interest in determining whether a particular target business is an appropriate business
 with which to effectuate our initial business combination.

 Our
 officers and directors may have a conflict of interest with respect to evaluating a particular
 business combination if the retention or resignation of any such officers and directors was
 included by a target business as a condition to any agreement with respect to our initial
 business combination. In addition, our Sponsor, officers and directors may sponsor, form
 or participate in other blank check companies similar to ours during the period in which
 we are seeking an initial business combination. Any such companies may present additional
 conflicts of interest in pursuing an acquisition target, particularly in the event there
 is overlap among investment mandates.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor,
officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.

 Commencing
 on the date our securities are first listed on Nasdaq, we have accrued an amount of $10,000
 per month to reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial
 and administrative services provided to us. Pursuant to our Administrative Services Agreement
 we may make payments or reimbursements to our Sponsor or its affiliates, for the reasonable
 salaries and other services provided to us prior to or in connection with our initial business
 combination by its employees, consultants and/or members, who may include our officers, or
 directors, and may also pay certain fees to our Sponsor or its respective affiliates.

 We
cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

 If
we seek shareholder approval, we will complete our initial business combination only if a majority of the Ordinary Shares, represented
in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In
such case, our Sponsor and each member of our management team have agreed to vote their founder shares and Public Shares in favor of
our initial business combination.

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a
crime. The Existing Governing Documents provide for indemnification of our officers and directors to the maximum extent permitted by
law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful
neglect. We expect to purchase a policy of directors' and officers' liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.

 Our
officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,
and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they
are entitled to funds from the trust account due to their ownership of Public Shares). Accordingly, any indemnification provided will
only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial

 Our
indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.

 We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.

 Item 11.
Executive Compensation

 Executive
Officer and Director Compensation

 None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our
securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we
will reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in
the amount of $10,000 per month. Pursuant to our Administrative Services Agreement we may make payments or reimbursements to our Sponsor
or its affiliates, for the reasonable salaries and other services provided to us prior to or in connection with our initial business
combination by its employees, consultants and/or members, who may include our officers or directors, and may also pay certain fees to
our Sponsor or its respective affiliates. In addition, our Sponsor, executive officers, directors, or their respective affiliates will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review periodically all payments
that were made by us to our Sponsor, executive officers, directors, or their affiliates. Any such payments prior to an initial business
combination will be made using funds held outside the trust account. Other than periodic audit committee review of such reimbursements,
we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers
for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating
an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder's
and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or their respective affiliates, prior
to completion of our initial business combination.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of
management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the
directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation
to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.

 Item
12. Security Ownership of Certain Beneficial Owners and management and Related Shareholder Matters

 The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 26, 2024, based on information
obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 each
 of our executive officers and directors that beneficially owns our ordinary share; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 7,980,409 Class A ordinary shares outstanding as of February 26, 2024. Unless otherwise
indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares
beneficially owned by them. Voting power represents the voting power of Class A ordinary shares owned beneficially by such person.

 Class
 A ordinary shares

 Name of
 Beneficial Owner(1)

 Number
 of
 Beneficially

 Owned

 Approximate

 Percentage
 of Class

 Approximate

 Percentage
 of Voting
 Control

 Five Percent Holders

 Plum
 Partners, LLC(2)

 100.0

 20.0
 %

 Directors and executive
 Officers of Plum

 Kanishka Roy(2)

 100.0

 20.0
 %

 Mike Dinsdale(2)

 100.0

 20.0
 %

 Alok Sama(3)

 —

 —

 —

 Alan Black(3)

 —

 —

 —

 Vivian Chow(3)

 —

 —

 —

 All officers and directors as a group (5 individuals)

 100.0

 20.0
 %

 *

 Less than one percent.

 (1)

 Unless otherwise noted, the
 business address of each of the following is 2021 Fillmore St. #2089, San Francisco, California 94115.

 (2)

 Plum Partners, LLC is the
 record holder of the share reported herein. Plum Partners, LLC is controlled by Ursula Burns, Kanishka Roy and Michael Dinsdale.

 (3)

 Does not include any shares
 indirectly owned by this individual as a result of his or her partnership interest in our Sponsor or its affiliates.

 Our
Sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and
(b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial

 Our
Sponsor, officers and directors are deemed to be our "promoter" as such term is defined under the federal securities laws.

in Control

 None.

 Item 13.
Certain Relationships and Related Transactions, and Director Independence

 On
January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration
for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the "Founder Shares"). Up to 1,125,000 Founder Shares
were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter. On April 14,
2021, the underwriter partially exercised its over-allotment option buying 1,921,634 Units thus reducing the total number of share subject
to forfeiture to 644,591. On May 2, 2021, the underwriter's over-allotment option expired and 644,591 Founder Shares were
forfeited to the Company.

 The
Sponsor and the Company's directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares
until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business
Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to
exchange their ordinary shares for cash, securities or other property (the "Lock-up").Any permitted transferees would be
subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder
Shares.

 On
January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory
note (the "Note"). This loan is non-interest bearing and payable on the earlier of November 30, 2021, or the completion
of the IPO. As of December 31, 2022, the Company has no borrowings under the Note. Borrowings under this note are no longer available.

 In
addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors, and third parties have committed to loan the Company funds as may
be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working
Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into
Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans.

 On
January 31, 2022, the Company issued an unsecured promissory note (the "Dinsdale Note") in the principal amount of $500,000
to Mike Dinsdale. The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination. The
Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023
or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the Dinsdale
Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale
shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole or in part, into private
placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock
Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Dinsdale Note is subject to customary events of
default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with
regard to the Dinsdale Note becoming immediately due and payable. The Dinsdale Note was issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 On
July 11, 2022, the Company issued an unsecured promissory note (the "Burns Note") in the principal amount of $500,000 to
Ursula Burns. The Burns Note does not bear interest and is repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). Up to fifty percent (50%) of the principal of the Burns Note may be drawn down from
time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note
may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments of not less than
$50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will
be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation, to convert the
principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement,
dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private
placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid
principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

 On
March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the "Roy Note")
to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March
16, 2023. The Roy Note does not bear interest and matures upon the consummation of the Company's initial business combination with
one or more businesses or entities. In the event the Company does not consummate a business combination, the Roy Note will be repaid
upon the Company's liquidation only from amounts remaining outside of the Company's trust account, if any. The Roy Note is
subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Roy Note and
all other sums payable with regard to the Roy Note becoming immediately due and payable.

 In
connection with the Subscription Agreements, the Company issued the Convertible Promissory Notes, dated as of March 17, 2023, July 25,
2023, October 18, 2023, and November 12, 2023, in the principal amount of up to $1,500,000, $1,090,000, $340,000, and $800,000, respectively,
to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company's Business Combination.
The Convertible Promissory Notes do not bear interest, matures on the date of consummation of the Business Combination and is subject
to customary events of default. The Convertible Promissory Notes will be repaid only to the extent that the Company has funds available
to it outside of its trust account established in connection with its initial public offering and is convertible into private placement
warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private
Placement Warrants. The Company has evaluated the accounting treatment of the convertible notes under ASC 815. The Company has determined
that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor exercises the conversion feature. As
of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory Note has been determined to have
de minis value.

 The Company will accrue to the Sponsor or an affiliate
of the Sponsor for office space, secretarial and administrative services provided to members of the management team. Upon completion of
the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company may make
payments or reimbursement to the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees,
consultants and or members of the Sponsor or its affiliates. For the year ended December 31, 2022, the Company incurred $120,000, in fees
for office space, secretarial and administrative services, of which such amounts are included in the due to related party in the accompanying
balance sheet and incurred $549,198 for reimbursement of costs of salaries and other services. For the year ended December 31, 2023, the
Company incurred $120,000 in fees for office space, secretarial and administrative services, of which such amounts are included in the
due to related party in the accompanying consolidated balance sheet. For the year ended December 31, 2023, the Company incurred $215,094,
in fees for reimbursement of costs of salaries.

 If
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity
to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual
obligations that may take priority over their duties to us.

 Policy
for Approval of Related Party Transactions

 The
audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of "related
party transactions," which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated
by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or
proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already
committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related
party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from
voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some
or all of the committee's discussions of the related party transaction. Upon completion of its review of the related party transaction,
the committee may determine to permit or to prohibit the related party transaction.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Sama,
Mr. Black and Ms. Chow are "independent directors" as defined in the Nasdaq listing standards. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.

 Item 14.
 Principal Accountant Fees and Services

 The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

 Audit
Fees. During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately
$138,905 and $162,225 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial
statements included in this Annual Report on Form 10K.

 Audit-Related
Fees. During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services
to us for audit-related matters.

 Tax
Fees. During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.

 All
Other Fees. During the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by
our independent registered public accounting firm other than those set forth above.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 Item 15.
 Exhibits, Financial Statement Schedules

 (a)

 The following documents
 are filed as part of this Form 10-K:

 (1)

 Financial Statements:

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 Exhibit
 No.

 Description

 2.1

 Combination Agreement, dated March 2, 2023.(1)

 2.2

 Combination Agreement, dated November 27, 2023.(2)

 3.1

 Amended
 and Restated Memorandum and Articles of Association.(3)

 4.1

 Agreement between Continental Stock Transfer & Trust Company and the Company.(4)

 4.2

 Description
 of Company's Securities.*

 10.1

 Private
 Placement Warrants Purchase Agreement between the Company and the Sponsor.(4)

 10.2

 Investment
 Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(4)

 10.3

 Registration
 and Shareholder Rights Agreement among Company and the Sponsor.(4)

 10.4

 Letter
 Agreement between the Company, the Sponsor and the Company's officers and directors. (4)

 10.5

 Administrative
 Services Agreement between the Registrant and the Sponsor.(4)

 10.6

 Note, dated January 31, 2022, issued by Plum Acquisition Corp. I to Mike Dinsdale.(5)

 10.7

 Note, dated July 11, 2022, issued by Plum Acquisition Corp. I to Ursula Burns.(6)

 10.8

 Purchase Agreement, dated March 1, 2023.(1)

 10.9

 Sponsor
 Letter Agreement, dated March 2, 2023.(1)

 10.10

 Company
 Support Agreement, dated March 2, 2023.(1)

 10.11

 Agreement dated March 16, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(7)

 10.12

 Note dated March 16, 2023, by and between Plum Acquisition Corp. I and Mr. Kanishka Roy.(8)

 10.13

 Note in favor of Plum Partners, LLC, dated effective as of March 17, 2023.(9)

 10.14

 Amended
 and Restated Subscription Agreement dated July 14, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy
 Master Fund.(10)

 10.15

 Agreement dated July 25, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(11)

 10.16

 Note in favor of Plum Partners, LLC, dated effective as of July 25, 2023.(11)

 10.17

 Amendment
 No. 1 to the July 14, 2023 Amended and Restated Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp.,
 Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12)

 10.18

 Amendment
 No. 1 to the July 25, 2023 Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC,
 and Polar Multi-Strategy Master Fund.(12)

 10.19

 Agreement dated October 18, 2023, by and among Plum Acquisition Corp., Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12)

 10.20

 Note in favor of Plum Partners, LLC, dated effective October 18, 2023.(12)

 10.21

 Agreement dated November 12, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Palmeira Investment Limited.(12)

 10.22

 Note in favor of Plum Partners, LLC, dated effective as of November 12, 2023.(12)

 10.23

 Sponsor
 Letter Agreement, dated November 27, 2023.(2)

 10.24

 Amendment
 to Letter Agreement, dated November 27, 2023.(2)

 Power of Attorney*

 31.1

 Certification
 of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification
 of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification
 of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 32.2

 Certification
 of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 101.INS

 101.SCH

 101.CAL

 Document*

 101.DEF

 Document*

 101.LAB

 101.PRE

 Document*

 Cover Page Interactive

 *

 Filed
 herewith

 **

 Furnished
 herewith

 (1)

 Incorporated
 by reference to the registrant's Current Report on Form 8-K, filed with the SEC on March 6, 2023.

 (2)

 to the registrant's Current Report on Form 8-K filed with the SEC on December 1, 2023.

 (3)

 to the registrant's Current Report on Form 8-K filed with the SEC on October 31, 2023.

 (4)

 Incorporated
 by reference to the registrant's Current Report on Form 8-K, filed with the SEC on March 18, 2021.

 (5)

 Incorporated
 by reference to the registrant's Current Report on Form 8-K, filed with the SEC on February 4, 2022.

 (6)

 to the registrant's Current Report on Form 8-K, filed with the SEC on July 14, 2022.

 (7)

 to the registrant's Current Report on Form 8-K, filed with the SEC on March 21, 2023.

 (8)

 to the registrant's Current Report on Form 8-K, filed with the SEC on March 22, 2023.

 (9)

 to the registrant's Annual Report on Form 10-K filed with the SEC on April 17, 2023.

 (10)

 to the registrant's Current Report on Form 8-K filed with the SEC on July 18, 2023.

 (11)

 to the registrant's Current Report on Form 8-K filed with the SEC on July 26, 2023.

 (12)

 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on November 22, 2023.

 Item 16.
Form 10-K Summary

 Not

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 March

 PLUM ACQUISITION
 CORP. I

 /s/
 Michael Dinsdale

 Name:

 Michael Dinsdale

 Title:

 Co-Chief Executive Officer
 and

 Chief Financial Officer

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 /s/
 Mike Dinsdale

 Mike
 Dinsdale

 Co-Chief
 Executive Officer, Chief Financial Officer, and Director

 March

 /s/
 Kanishka Roy

 Kanishka
 Roy

 President,
 Co-Chief Executive Officer, and Director

 March

 /s/
 Alok Sama

 Alok
 Sama

 March

 /s/
 Alan Black

 Alan
 Black

 March

 /s/
 Vivian Chow

 Vivian
 Chow

 March

 PLUM

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number: 688)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Shareholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements
 F-7 – F-45

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Plum
Acquisition Corp. I

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Plum Acquisition Corp. I (the "Company") as of December 31, 2023 and 2022,
the related statements of operations, changes in shareholders' deficit and cash flows for the years ended December 31, 2023 and
2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally
accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1 to the financial statements, the Company's business plan is dependent upon the consummation of a business combination
and it lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year
from the issuance date of the financial statements. Further, if the Company does not complete a business combination by June 18, 2024
or obtain approval for an extension of this deadline, it will be required to cease all operations except for the purpose of liquidating.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit s. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit s
 to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit s we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.

 Our
audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit s also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit s provide a reasonable basis for our opinion.

 /s/ Marcum
 llp

 Marcum llp

 We have served
as the Company's auditor since 2021.

 New York,
NY

March 1, 2024

 F- 2

 PLUM

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 Cash

 $
 94,703

 $

 expenses

 50,853

 43,631

 Total

 145,556

 130,032

 Investments held
 in Trust Account

 TOTAL

 $
 35,701,532

 $
 324,041,674

 LIABILITIES,
 REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 4,587,330

 $
 2,640,756

 Due

 331,291

 235,000

 promissory note – related party

 Note – related party

 —

 1,567,406

 —

 Total

 7,736,027

 3,875,756

 1,643,271

 379,217

 Deferred
 underwriting commissions liabilities

 —

 11,172,572

 TOTAL
 LIABILITIES

 9,379,298

 15,427,545

 COMMITMENTS
 AND CONTINGENCIES (NOTE 8)

 Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.92 and $ 10.15 redemption value as of December 31, 2023 and 2022, respectively

 SHAREHOLDERS'
 DEFICIT

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 —

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 —

 Additional paid-in capital

 6,098,498

 —

 ( 15,333,039
)

)

 TOTAL

 ( 9,233,742
)

)

 TOTAL
 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 35,701,532

 $
 324,041,674

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 PLUM

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the Year

 Ended

 For the Year

 Ended

 2023

 2022

 and operating expenses

 $
 3,098,285

 $
 4,074,437

 Loss

 ( 3,098,285
)

 ( 4,074,437
)

 Other

 ( 1,264,054
)

 8,973,522

 in fair value of FPA

 —

 Issuance of FPA

)

 —

 —

 Expense - Debt Discount

 ( 759,768
)

 —

 Termination
 Fee

 —

 4,758,906

 4,679,040

 Total

 3,063,558

 14,652,562

 Net

 $
 ( 34,727
)

 $
 10,578,125

 average shares outstanding, Class A ordinary shares subject to possible redemption

 9,858,573

 31,921,634

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

 $
)

 $
 0.27

 average shares outstanding, Class A ordinary shares

 2,405,055

 —

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

 $
)

 $
 —

 average shares outstanding, Class B ordinary shares

 5,575,354

 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

 $
)

 $
 0.27

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 PLUM

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 ordinary shares

 Class B

 ordinary shares

 Paid-in

 Shareholders'

 Capital

 as of December 31, 2021

 —

 $
 —

 $

 $
 —

 $
 ( 21,181,135
)

 $
 ( 21,180,336
)

 Remeasurement
 adjustment of carrying value to Class A ordinary shares to redemption value

 —

 —

 —

 —

 —

 ( 4,695,302
)

 ( 4,695,302
)

 Net
 income

 —

 —

 —

 —

 —

 10,578,125

 10,578,125

 —

 —

 —

)

)

 —

 —

 —

 —

 —

 of Class B shares to Class A shares

 ( 7,980,409
)

 ( 799
)

 —

 —

 —

 Remeasurement
 adjustment of Class A ordinary shares to redemption value

 —

 —

 —

 —

 ( 5,898,905
)

 —

 ( 5,898,905
)

 Issuance of Subscription

 —

 —

 —

 —

 1,153,305

 —

 1,153,305

 Net
 loss

 —

 —

 —

 —

 —

 ( 34,727
)

 ( 34,727
)

 as of December 31, 2023

 $

 —

 $
 —

 $
 6,098,498

 $
 ( 15,333,039
)

 $
 ( 9,233,742
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 PLUM

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
 the Year
 Ended

 For
 the Year
 Ended

 2023

 2022

 Cash Flows from Operating Activities:

 Net

 $
 ( 34,727
)

 $
 10,578,125

 Adjustments
 to reconcile net (loss) income to net cash used in operating activities:

 earned on investments held in Trust Account

 ( 4,758,906
)

 ( 4,679,040
)

 1,264,054

 ( 8,973,522
)

)

 —

 of FPA

 —

 in fair value of FPA

)

 —

 expense - debt discount

 759,768

 —

 in operating assets and liabilities:

 ( 7,222
)

 348,794

 Due

 96,291

 120,000

 1,946,574

 1,584,820

 Net

 ( 1,062,642
)

 ( 1,020,823
)

 Cash
 Flows from Investing Activities:

 Extension
 payment deposit in Trust

 ( 1,140,000
)

 —

 Cash
 withdrawn for redemptions

 294,254,572

 —

 Net
 cash provided by investing activities

 293,114,572

 —

 Cash
 Flows from Financing Activities:

 Redemption of Class A ordinary

)

 —

 from subscription liability

 1,960,944

 —

 from promissory note – related party

 Net
 cash (used in) provided by financing activities

 ( 292,043,628
)

 Net
 Change in Cash

 8,302

 ( 20,823
)

 Cash
 – Beginning of period

 107,224

 Cash
 – End of period

 $
 94,703

 $

 Non-Cash
 investing and financing activities:

 Subsequent
 measurement of Class A ordinary shares to redemption amount

 $
 5,898,905

 $
 4,695,302

 Issuance of Subscription

 $
 1,153,306

 $
 —

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 PLUM

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2023 AND 2022

 NOTE 1 —
ORGANIZATION AND BUSINESS OPERATIONS

 Plum
Acquisition Corp. I (the "Company" or "Plum") was incorporated as a Cayman Islands exempted company on January 11,
2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (the "Business Combination"). The
Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.
The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As previously reported, on November 27, 2023 The Company executed a Business Combination Agreement with Veea Inc. The Company and Veea
are working toward closing their Business Combination.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception)
through December 31, 2023 relates to the Company's formation and the initial public offering ("IPO"), which is described
below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company believes it
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
will generate non-operating income in the form of interest income on investments in the Company's Trust account and will recognize
changes in the fair value of the warrant liabilities as other income (expense).

 The
Company's Sponsor is Plum Partners, LLC, a Delaware limited liability company (the "Sponsor"). The registration statement
for the Company's IPO was declared effective on March 15, 2021 (the "Effective Date"). On March 18, 2021,
the Company consummated the initial public offering (the "Public Offering" or "IPO") of 30,000,000 units (the
"Units), at $ 10.00 per Unit, generating gross proceeds of $ 300,000,000, which is discussed in Note 3.

 Simultaneously
with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the "Private Placement Warrants"), at
a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one Class A
ordinary share at a price of $ 11.50 per share, generating gross proceeds of $ 9,000,000, which is described in Note 4.

 The
Company granted the underwriter a 45 -day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover
over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

 The
underwriter partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $ 10.00 per Unit.
Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the
Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds
of $ 384,327. On April 14, 2021, $ 19,216,340, net of the underwriter discount, was deposited in the Company's Trust account.

 A
total of $ 19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as
trustee. Transaction costs of the IPO and the exercise of the over-allotment option amounted to $ 18,336,269 consisting of $ 6,384,327
of underwriting discount, $ 11,172,572 of deferred underwriting discount, and $ 779,370 of other offering costs. Of the transaction costs,
$ 538,777 is included in transaction costs on consolidated the statements of operations and $ 17,797,492 is included in consolidated statements
of changes in shareholders' deficit.

 Following
the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter's over-allotment option,
$ 319,216,340 (approximately $ 10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds
from the sale of the Private Placement Warrants, was deposited in a trust account ("Trust Account") located in the United
States at Goldman Sachs, with Continental Stock Transfer & Trust Company acting as trustee, and was invested in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invests only in direct U.S. government treasury
obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay
its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account
(1) to the Company, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the
earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary
shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any
public shares properly tendered in connection with a shareholder vote to amend the Company's amended and restated memorandum and
articles of association (A) to modify the substance or timing of the Company's obligation to provide holders of its Class A
ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the
public shares if the Company does not complete its initial Business Combination within the combination period or (B) with respect
to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public
shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public Shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence
shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation
if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary
shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors,
if any, which could have priority over the claims of the Public Shareholders (as defined below).

 F- 7

 The
Company will provide shareholders (the "Public Shareholders") of its Class A ordinary shares, par value $ 0.0001, sold
in the IPO (the "Public Shares"), with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all
or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the
initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay the Company's taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations. The
amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share.

 These
Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards
Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities
from Equity." In such case, the Company will proceed with a Business Combination if the Company receives the approval of an
ordinary resolution.

 The Company
will have until June 18, 2024, to complete an initial Business Combination. However, if the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining shareholders and its board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company's obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law.

 Extraordinary
General Meeting and Redemption of Shares

 On
March 15, 2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum's amended and restated
memorandum and articles of association (the "Articles") to extend the date (the "Termination Date") by which
Plum has to consummate a business combination (the "Articles Extension") from March 18, 2023 (the "Original Termination
Date") to June 18, 2023 (the "Articles Extension Date") and to allow Plum, without another shareholder vote, to
elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional
one month each time after the Articles Extension Date, by resolution of Plum's board of directors if requested by the Sponsor,
and upon five days' advance notice prior to the applicable Termination Date, until March 18, 2024, or a total of up to
twelve months after the Articles Extension Date, unless the closing of Plum's initial business combination shall have occurred
prior to such date (the "Extension Amendment Proposal") and (2) to amend the Articles to eliminate from the Articles
the limitation that Plum may not redeem Class A ordinary shares to the extent that such redemption would result in Plum having net
tangible assets (as determined in accordance with Rule 3a 51-1(g)(1)of the Securities Exchange Act of 1934, as amended) of less
than $ 5,000,001 (the "Redemption Limitation") in order to allow Plum to redeem Public Shares irrespective of whether such
redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment Proposal"). The shareholders of Plum
approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on March 15,
2023, Plum filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.

 In
connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of $ 10.23 per share, for an aggregate redemption amount of
$ 273,112,311.62.

 The
Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive
their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment
to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing
of the Company's obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection
with the initial Business Combination or to redeem 100 % of its public shares if the Company does not complete our initial Business Combination
within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary
shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold
if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating
distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business
Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business
Combination.

 F- 8

 On
September 13, 2023, Plum held an Extraordinary General Meeting of its Shareholders ("September Shareholder Meeting") (1)
to amend the Articles to extend Articles Extension Termination Date from the Articles Extension Date to December 18, 2023 (the "Second
Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to
consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Second Articles
Extension Date, by resolution of the Company's board of directors if requested by the Sponsor, and upon five days' advance
notice prior to the applicable Termination Date, until June 18, 2024, or a total of up to nine months after the Termination Date, unless
the closing of the Company's initial business combination shall have occurred prior to such date (the "Second Extension Amendment
Proposal") and (2) to authorize a reduction in the funds held in the Trust Account to an amount equal to $ 20,000,000.00 (the "Trust
Reduction"), which amount will be used to compulsorily redeem up to 3,228,218 Public Shares at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the redemption date, including interest
(which interest shall be net of taxes payable), divided by the number of then-outstanding public shares ("Trust Reduction Proposal").
The shareholders of the Company approved the Second Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder
Meeting and on September 13, 2023, the Company filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.

 In
connection with the vote to approve the Second Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B Ordinary
Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with
the Memorandum and Articles of Association (the "Class B Conversion") and (ii) the holders of 1,972,625 Class A ordinary
shares properly exercised their right to redeem their shares for cash at a redemption price of $ 10.72 per share, for an aggregate redemption
amount of $ 21,142,260.78 (the "Redemption"). Upon completion of the Class B Conversion and the Redemption, 7,980,409 shares
of Class A common stock, excluding 3,255,593 shares of Class A Ordinary Shares subject to possible redemption, and no shares of Class
B common stock remain issued and outstanding.

 As
approved by its stockholders at the extraordinary general meeting (the "EGM"), the "Company filed an Amended and Restated
Memorandum and Articles of Association (the "A&R Charter") on October 25, 2023, which (i) extended the date by which
the Company has to consummate a business combination to December 18, 2023 and (ii) allowed the Company, without another shareholder vote,
to elect to extend the Termination Date (as defined in the Proxy Statement) to consummate a business combination on a monthly basis for
up to six times by an additional one month each time after December 18, 2023 (or such shorter period as necessary to comply with applicable
listing requirements), by resolution of the Company's board of directors, if requested by Plum Partners, LLC, and upon five days
advance notice prior to the applicable termination date, until June 18, 2024, or a total of up to nine months after September 18, 2023,
unless the closing of a business combination shall have occurred prior thereto.

 An
aggregate of 1,972,625 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders'
vote at the EGM.

 Liquidity,
Capital Resources, and Going Concern

 The
Company's liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $ 25,000 (see
Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the
Company's Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors, and third parties have
committed to provide the Company Working Capital Loans (see Note 5). As of December 31, 2023 and 2022, the Company had $ 1,000,000
outstanding under Working Capital Loans.

 As
of December 31, 2023, the Company had $ 94,703 in its operating bank account and a working capital deficit $ 7,590,471.

 In
connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial
Statements—Going Concern", management has determined that the Company has and will continue to incur significant costs in
pursuit of its acquisition plans which raises substantial doubt about the Company's ability to continue as a going concern. Moreover,
we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem
a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our
initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.

management has determined that if the Company is unable to complete a Business Combination by by June 18, 2024 (the "Combination
Period"), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation
and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability
to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be
required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation
date.

 F- 9

 NOTE
2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Background

 In
connection with the preparation of the Company's consolidated financial statements as of December 31, 2023, management determined
it should restate its previously reported condensed consolidated financial statements for the periods ended March 31, 2023, June 30,
2023, and September 30, 2023. The Company previously accounted for its subscription liability as a liability classified derivative instrument
which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value
recorded within earnings. The need for the restatement arose out of the results of certain financial analysis the Company performed in
the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February 1,
2024, related to the Company's Registration Statement on Form S-4 filed January 5, 2024. As a result of this analysis, the Company
concluded that the transaction underlying the subscription liability was representative of the issuance of multiple freestanding instruments
in a bundled transaction which should not have been remeasured at fair value at each reporting period and should have been accounted
for using the relative fair value method of accounting in accordance with ASC 470 as previously concluded during the Company's
assessment of the Subscription Agreement. The error occurred as a result of the lack of certain financial analysis and management review
in the course of preparing its consolidated financial statements during the periods previously identified above. As a result of the error,
the subscription liability and corresponding debt discount recorded within the condensed consolidated balance sheets was overstated,
and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional
(expense) and income for certain periods as identified above. This resulted in an adjustment to the carrying value of debt discount,
net of amortization, subscription liability, additional paid-in capital and accumulated deficit on the condensed balance sheet with the
offset recorded to change in fair value of subscription liability and interest expense – debt discount on the condensed statement
of operations.

 In
connection with the changes listed above, the Company also restated its earnings per share.

 The
restatement had no impact on the Company's cash position or amount held in the trust account.

 The
relevant unaudited interim financial information for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023,
is included in Note 11, Quarterly Financial Information (Unaudited). The categories of misstatements and their impact on the previously
issued financial statements are described in more detail in the tables below.

 As
previously disclosed, the Company determined that its subscription liability, net of debt discount as of the aforementioned periods had
been misstated. The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned
financial statements is material.

 Description
of Misstatements

 Misstatements
Associated with Subscription Liability

 (a)
Subscription liability

 The
Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company
remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings.
However, the subscription liability should not have been remeasured at fair value at each reporting period and should have been accounted
for using the relative fair value method of accounting in accordance with ASC 470. The subscription liability recorded within the condensed
consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations
resulted in the recognition of additional (expense) and income for certain periods as identified above.

 (b)
Debt discount

 The
debt discount corresponding to the subscription liability recorded within the condensed consolidated balance sheets was overstated, and
the amortization of the debt discount within the condensed consolidated statements of operations resulted in the recognition of additional
(expense) and income for certain periods as identified above.

 (c)
Additional paid-in capital

 The
correction of the subscription liability resulted in an increase in additional paid-in capital.

Misstatements

 (d)
Accumulated deficit

 The
correction of the subscription liability and debt discount resulted in additional (expense) and income for certain periods as identified
above.

 F- 10

 Description
of Restatement Tables

 The
impact of the revision on the Company's financial statements is reflected in the following table:

 As

 As

 Unaudited Condensed Consolidated Balance
 Sheet as of September 30, 2023

 Debt
 discount

 $
 4,372,334

 $
)

 $
 —

 Total

 $
 39,589,273

 $
)

 $

 $
 9,191,162

 $
 ( 9,191,162
)

 $
 —

 $
 —

 $

 $

 Total

 $
 14,676,822

 $
 ( 8,131,050
)

 $
 6,545,772

 Total

 $
 15,435,255

 $
 ( 8,131,050
)

 $
 7,304,205

 $
 5,404,501

 $

 $

 $
 ( 16,347,949
)

 $

 $
)

 Total
 shareholders' deficit

 $
 ( 10,942,649
)

 $
 3,758,716

 $
)

 Total
 liabilities, redeemable ordinary shares and shareholders' deficit

 $
 39,589,273

 $
)

 $

 As

 As

 Unaudited Condensed Consolidated Balance
 Sheet as of June 30, 2023

 Debt
 discount

 $
 2,479,445

 $
)

 $
 —

 Total

 $
 57,707,827

 $
)

 $

 Subscription liability

 $
 1,946,467

 $
 ( 1,946,467
)

 $
 —

 $
 —

 $

 $

 Total

 $
 7,382,247

 $
 ( 1,479,193
)

 $
 5,903,054

 Total

 $
 7,805,705

 $
 ( 1,479,193
)

 $
 6,326,512

 $
 6,488,812

 $

 $

 $
 ( 11,742,106
)

 $
)

 $
)

 Total
 shareholders' deficit

 $
 ( 5,252,495
)

 $
 ( 1,000,252
)

 $
)

 Total
 liabilities, redeemable ordinary shares and shareholders' deficit

 $
 57,707,827

 $
)

 $

 As

 As

 Unaudited Condensed Consolidated Balance
 Sheet as of March 31, 2023

 $
 800,746

 $
 ( 800,746
)

 $
 —

 $
 —

 $

 $

 Total

 $
 6,533,748

 $
 ( 548,866
)

 $
 5,984,882

 Total

 $
 8,935,451

 $
 ( 548,866
)

 $
 8,386,585

 $
 7,275,132

 $

 $

 $
 ( 16,010,590
)

 $

 $
)

 Total
 shareholders' deficit

 $
 ( 8,734,659
)

 $
 548,866

 $
)

 As

 As

 Condensed Consolidated Statement of Operations for the three months ended September 30, 2023

 $
 ( 2,467,496
)

 $
 2,188,483

 $
 ( 279,013
)

 $
 ( 2,079,310
)

 $
 2,079,310

 $
 —

 Total

 $
 ( 4,252,471
)

 $

 $
 15,322

 $
)

 $

 $
)

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

 $
)

 $
 0.33

 $
)

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

 $
)

 $
 0.33

 $
)

 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

 $
)

 $
 0.33

 $
)

 As

 As

 Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023

 $
 ( 3,815,529
)

 $
 3,401,585

 $
 ( 413,944
)

 $
 557,645

 $
 ( 557,645
)

 $
 —

 Total

 $
 1,035,971

 $

 $
 3,879,911

 $
 ( 1,049,638
)

 $

 $

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

 $
)

 $
 0.14

 $
 0.09

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

 $
)

 $
 0.14

 $
 0.09

 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

 $
)

 $
 0.14

 $
 0.09

 F- 11

 As

 As

 Condensed Consolidated Statement of Operations for the three months ended June 30, 2023

 $
 ( 1,045,564
)

 $
 939,148

 $
 ( 106,416
)

 $
 2,655,232

 $
 ( 2,655,232
)

 $
 —

 Total

 $
 4,847,438

 $
)

 $
 3,131,354

 $

 $
)

 $

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

 $
 0.20

 $
 ( 0.08
)

 $
 0.12

 $
 0.20

 $
 ( 0.08
)

 $
 0.12

 As Reported

 As Restated

 Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023

 Interest expense – debt discount

 $
 ( 1,348,033
)

 $
 1,213,102

 $
 ( 134,931
)

 Change in fair value of subscription liability

 $
 2,636,955

 $
 ( 2,636,955
)

 $
 —

 Total other (expense) income, net

 $
 5,288,442

 $
)

 $
 3,864,589

 Net income (loss)

 $
 3,556,206

 $
)

 $

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

 $
 0.15

 $
 ( 0.06
)

 $
 0.09

 $
 0.15

 $
 ( 0.06
)

 $
 0.09

 As

 As

 Condensed Consolidated Statement of Operations for the three months ended March 31, 2023

 $
 ( 302,469
)

 $
 273,954

 $
 ( 28,515
)

 $
 ( 18,277
)

 $
 18,277

 $
 —

 Total

 $
 441,004

 $

 $
 733,235

 $
)

 $

 $
)

 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

 $
 ( 0.02
)

 $
 0.01

 $
)

 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

 $
 ( 0.02
)

 $
 0.01

 $
)

 As

 As

 Condensed Consolidated Statement of Changes in Shareholders' Deficit for the three months ended September 30, 2023

 $
 5,404,501

 $
 491,176

 $

 $
 ( 16,347,949
)

 $

 $
)

 $
 —

 $
 491,176

 $
 491,176

 $
)

 $

 $
)

 Total
 stockholders' deficit

 $
 ( 10,942,649
)

 $
 3,758,716

 $
)

 As

 As

 Condensed Consolidated Statement of Changes in Shareholders' Deficit for the three months ended June 30, 2023

 $
 6,488,812

 $

 $

 $
 ( 11,742,106
)

 $
)

 $
)

 $
 —

 $
 166,965

 $
 166,965

 $

 $
)

 $

 Total
 stockholders' deficit

 $
 ( 5,252,495
)

 $
 ( 1,000,252
)

 $
)

 F- 12

 As

 As

 Condensed Consolidated Statement of Changes in Shareholders' Deficit for the three months ended March 31, 2023

 $
 7,275,132

 $

 $

 $
 ( 16,010,590
)

 $

 $
 ( 15,718,360
)

 $
 —

 $

 $

 $
)

 $

 $
)

 Total
 stockholders' deficit

 $
 ( 8,734,659
)

 $
 548,866

 $
)

 As

 As

 Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023

 $
 3,815,529

 $
 ( 3,401,585
)

 $
 413,944

 $
 ( 557,645
)

 $
 557,645

 $
 —

 $
 ( 1,049,638
)

 $

 $

 $
 —

 $

 $

 As

 As

 Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023

 $
 1,348,033

 $
 ( 1,213,102
)

 $
 134,931

 $
 ( 2,636,955
)

 $
 2,636,955

 $
 —

 $
 3,556,206

 $
)

 $

 $
 —

 $
 423,600

 $
 423,600

 As

 As

 Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023

 $
 302,469

 $
 ( 273,954
)

 $
 28,515

 $
 18,277

 $
 ( 18,277
)

 $
 —

 $
)

 $

 $
)

 $
 —

 $

 $

 F- 13

 PLUM

 CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As
Restated)

 As
 of September 30, 2023

 As

 As

 Cash

 $

 $

 27,550

 27,550

 Total

 120,272

 120,272

 held in Trust Account

 Debt
 discount

 4,372,334

)

 b

 —

 TOTAL

 $
 39,589,273

 $
)

 $

 LIABILITIES,
 REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 payable and accounts payable

 $
 3,976,694

 $
 3,976,694

 Due

 258,966

 258,966

 promissory note - related party

 Note - related party

 9,191,162

 ( 9,191,162
)

 a

 —

 —

 a

 Total

 14,676,822

 ( 8,131,050
)

 6,545,772

 758,433

 758,433

 Deferred
 underwriting commissions liabilities

 —

 —

 TOTAL
 LIABILITIES

 15,435,255

 ( 8,131,050
)

 7,304,205

 COMMITMENTS
 AND CONTINGENCIES

 Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively

 Stockholders'
 Equity:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

 —

 —

 5,404,501

 c

 ( 16,347,949
)

 d

)

 TOTAL

 ( 10,942,649
)

 3,758,716

)

 TOTAL
 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 39,589,273

 $
)

 $

 F- 14

 PLUM

 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 For
 the three months ended September 30, 2023

 As

 As

 $
 353,372

 $
 353,372

 Loss

 ( 353,372
)

 ( 353,372
)

 Other

 ( 334,975
)

 ( 334,975
)

 ( 2,079,310
)

 2,079,310

 a

 —

 —

 —

 —

 —

 —

 —

 Expense - Debt Discount

 ( 2,467,496
)

 2,188,483

 b

 ( 279,013
)

 629,310

 629,310

 Total

 ( 4,252,471
)

 15,322

 Net

 $
)

 $

 d

 $
)

 average shares outstanding, Class A ordinary shares subject to possible redemption

 4,970,919

 4,970,919

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

 $
)

 $
 0.33

 $
)

 average shares outstanding, Class A ordinary shares subject to possible redemption

 1,474,641

 1,474,641

 Basic and diluted net income per ordinary share, Class A ordinary shares

 $
)

 $
 0.33

 $
)

 average shares outstanding, Class B ordinary shares

 6,505,768

 6,505,768

 $
)

 $
 0.33

 $
)

 F- 15

 PLUM

 CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS (Unaudited)(As Restated)

 For
 the nine months ended September 30, 2023

 As

 As

 $
 2,085,609

 $
 2,085,609

 Loss

 ( 2,085,609
)

 ( 2,085,609
)

 Other

 ( 379,216
)

 ( 379,216
)

 557,645

 ( 557,645
)

 a

 —

)

)

 Expense - Debt Discount

 ( 3,815,529
)

 3,401,585

 b

 ( 413,944
)

 4,344,597

 4,344,597

 Total

 1,035,971

 3,879,911

 Net

 $
 ( 1,049,638
)

 d

 $

 average shares outstanding, Class A ordinary shares subject to possible redemption

 12,083,753

 12,083,753

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

 $
)

 $
 0.14

 $
 0.09

 average shares outstanding, Class A ordinary shares subject to possible redemption

 526,181

 526,181

 Basic and diluted net income per ordinary share, Class A ordinary shares

 $
)

 $
 0.14

 $
 0.09

 average shares outstanding, Class B ordinary shares

 7,454,228

 7,454,228

 $
)

 $
 0.14

 $
 0.09

 F- 16

 PLUM

 CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As
Restated)

 As
 of June 30, 2023

 As

 As

 Cash

 $

 $

 52,885

 52,885

 Total

 73,765

 73,765

 held in Trust Account

 Debt
 discount

 2,479,445

)

 b

 —

 TOTAL

 $
 57,707,827

 $
)

 $

 LIABILITIES,
 REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 payable and accounts payable

 $
 3,853,954

 $
 3,853,954

 Due

 331,826

 331,826

 promissory note – related party

 Note – related party

 1,946,467

 ( 1,946,467
)

 a

 —

 —

 a

 Total

 7,382,247

 ( 1,479,193
)

 5,903,054

 423,458

 423,458

 Deferred
 underwriting commissions liabilities

 —

 -

 TOTAL
 LIABILITIES

 7,805,705

 ( 1,479,193
)

 6,326,512

 COMMITMENTS
 AND CONTINGENCIES

 Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $ 10.55 and $ 10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively

 Stockholders'
 Equity:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 5,228,218 and 31,921,634 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively

 —

 —

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 6,488,812

 c

 ( 11,742,106
)

)

 d

)

 TOTAL

 ( 5,252,495
)

 ( 1,000,252
)

)

 TOTAL
 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 57,707,827

 $
)

 $

 F- 17

 PLUM

 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 For
 the three months ended June 30, 2023

 As

 As

 $
 578,954

 $
 578,954

 Loss

 ( 578,954
)

 ( 578,954
)

 Other

 1,978,245

 1,978,245

 2,655,232

 ( 2,655,232
)

 a

 —

 —

 —

 —

 —

 Expense - Debt Discount

 ( 1,045,564
)

 939,148

 b

 ( 106,416
)

 626,320

 626,320

 Total

 4,847,438

)

 3,131,354

 Net

 $

 $
)

 d

 $

 average shares outstanding, Class A ordinary shares subject to possible redemption

 13,208,627

 13,208,627

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

 $
 0.20

 $
 ( 0.08
)

 $
 0.12

 average shares outstanding, Class B ordinary

 $
 0.20

 $
 ( 0.08
)

 $
 0.12

 F- 18

 PLUM

 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 For
 the six months ended June 30, 2023

 As

 As

 $
 1,732,236

 $
 1,732,236

 Loss

 ( 1,732,236
)

 ( 1,732,236
)

 Other

 ( 44,241
)

 ( 44,241
)

 2,636,955

 ( 2,636,955
)

 a

 —

)

)

 Expense – Debt Discount

 ( 1,348,033
)

 1,213,102

 b

 ( 134,931
)

 3,715,287

 3,715,287

 Total

 5,288,442

)

 3,864,589

 Net

 $
 3,556,206

 $
)

 d

 $

 average shares outstanding, Class A ordinary shares subject to possible redemption

 15,699,166

 15,699,166

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

 $
 0.15

 $
 ( 0.06
)

 $
 0.09

 average shares outstanding, Class B ordinary

 $
 0.15

 $
 ( 0.06
)

 $
 0.09

 F- 19

 PLUM

 CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As
Restated)

 As
 of March 31, 2023

 As

 As

 Cash

 $

 $

 102,980

 102,980

 Total

 200,791

 200,791

 held in Trust Account

 54,368,297

 54,368,297

 TOTAL

 $

 $

 LIABILITIES,
 REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 payable and accounts payable

 $
 3,584,797

 $
 3,584,797

 Due

 265,000

 265,000

 promissory note - related party

 Note - related party

 800,746

 ( 800,746
)

 a

 —

 —

 a

 Purchase Agreement liability

 Total

 6,533,748

 ( 548,866
)

 5,984,882

 2,401,703

 2,401,703

 Deferred
 underwriting commissions liabilities

 —

 —

 TOTAL
 LIABILITIES

 8,935,451

 ( 548,866
)

 8,386,585

 COMMITMENTS
 AND CONTINGENCIES

 Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively

 54,368,296

 54,368,296

 Stockholders'
 Equity:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively

 —

 —

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

 7,275,132

 c

 ( 16,010,590
)

 d

)

 TOTAL

 ( 8,734,659
)

 548,866

)

 TOTAL
 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $

 $

 F- 20

 PLUM

 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 For
 the three months ended March 31, 2023

 As

 As

 $
 1,153,282

 $
 1,153,282

 Loss

 ( 1,153,282
)

 ( 1,153,282
)

 Other

 ( 2,022,486
)

 ( 2,022,486
)

 ( 18,277
)

 18,277

 a

 —

 ( 325,091
)

 ( 325,091
)

)

)

 Expense – Debt Discount

 ( 302,469
)

 273,954

 b

 ( 28,515
)

 3,088,967

 3,088,967

 Total

 441,004

 733,235

 Net

 $
)

 $

 d

 $
)

 average shares outstanding, Class A ordinary shares subject to possible redemption

 26,286,357

 26,286,357

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

 $
 ( 0.02
)

 $
 0.01

 $
)

 average shares outstanding, Class B ordinary

 $
 ( 0.02
)

 $
 0.01

 $
)

 F- 21

 PLUM

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 Class
 A ordinary shares

 Class
 B ordinary shares

 Shareholders'

 As

 Paid-in
 Capital

 —

 $
 —

 $

 $
 —

 $
)

 $
)

)

 —

)

 Net

)

)

 as of March 31, 2023

 —

 —

 7,275,132

 ( 16,010,590
)

 ( 8,734,659
)

)

 —

)

 Net

 as of June 30, 2023

 —

 —

 6,488,812

 ( 11,742,106
)

 ( 5,252,495
)

 of class B shares to Class A shares

 ( 7,980,409
)

 ( 799
)

 —

)

 —

)

 Net

)

)

 as of September 30, 2023

 $

 —

 $
 —

 $
 5,404,501

 $
 ( 16,347,949
)

 $
 ( 10,942,649
)

 —

 $
 —

 $

 $
 —

 $
)

 $
)

 —

 of subscription shares (adjustment)

 Net
 Income (adjustment)

 as of March 31, 2023

 —

 —

 ( 15,006,081
)

 ( 14,748,647
)

 —

 of subscription shares (adjustment)

 Net
 Income (adjustment)

)

)

 as of June 30, 2023

 —

 —

 ( 16,722,165
)

 ( 16,297,765
)

 of class B shares to Class A shares

 —

 —

 of subscription shares (adjustment)

 Net
 Income (adjustment)

 as of September 30, 2023

 —

 $
 —

 $

 $

 $
 ( 12,454,372
)

 $
 ( 11,538,797
)

 As

 —

 $
 —

 $

 $
 —

 $
)

 $
)

)

 —

)

 of subscription shares (as restated)

 Net
 loss (as restated)

)

)

 as of March 31, 2023 (as restated)

 —

 —

)

)

)

 —

)

 of subscription shares (as restated)

 Net
 income (as restated)

 as of June 30, 2023 (as restated)

 —

 —

)

)

 of class B shares to Class A shares

 ( 7,980,409
)

 ( 799
)

 —

)

 —

)

 of subscription shares (as restated)

 Net
 loss (as restated)

)

)

 as of September 30, 2023 (as restated)

 $

 —

 $
 —

 $

 $
)

 $
)

 F- 22

 PLUM

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 For
 the nine months ended September 30, 2023

 As
 Previously

 As

 Cash
 Flows from Operating Activities:

 Net

 $
 ( 1,049,638
)

 d

 $

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 earned on investments held in Trust Account

 ( 4,344,597
)

 ( 4,344,597
)

 379,216

 379,216

)

)

)

)

 ( 557,645
)

 557,645

 a

 —

 expense - debt discount

 3,815,529

 ( 3,401,585
)

 b

 413,944

 in operating assets and liabilities:

 16,081

 16,081

 Due

 23,966

 23,966

 1,335,939

 1,335,939

 Net

 ( 709,623
)

 ( 709,623
)

 Cash
 flows from Investing Activities:

 Extension
 payment deposit in Trust

 ( 1,095,000
)

 ( 1,095,000
)

 Cash
 withdrawn for redemptions

 294,254,572

 294,254,572

 Net
 cash provided by investing activities

 293,159,572

 293,159,572

 Cash
 flows from Financing Activities:

 from the subscription liability

 1,560,944

 1,560,944

 from Trust Account for ordinary shares

)

)

 from note payable-related party

 Net
 cash (used in) provided by financing activities

 ( 292,443,628
)

 ( 292,443,628
)

 Net
 Change in Cash

 6,321

 6,321

 Cash,
 Beginning of period

 Cash,
 End of period

 $

 $

 Non-Cash
 investing and financing activities:

 of Class A ordinary shares subject to possible redemption

 $
 5,439,596

 $
 5,439,596

 of subscription shares

 $
 —

 $

 F- 23

 PLUM

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 For
 the six months ended June 30, 2023

 As
 Previously

 As

 Cash
 Flows from Operating Activities:

 Net

 $
 3,556,206

)

 d

 $

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 earned on investments held in Trust Account

 ( 3,715,287
)

 ( 3,715,287
)

 44,241

 44,241

)

)

)

)

 ( 2,636,955
)

 2,636,955

 a

 —

 expense - debt discount

 1,348,033

 ( 1,213,102
)

 b

 134,931

 in operating assets and liabilities:

 ( 9,254
)

 ( 9,254
)

 Due

 96,826

 96,826

 1,213,199

 1,213,199

 Net

 ( 431,465
)

 ( 431,465
)

 Cash
 flows from Investing Activities:

 Extension
 payment deposit in Trust

 ( 640,000
)

 ( 640,000
)

 Cash
 withdrawn for redemptions

 Net
 cash provided by investing activities

 272,472,312

 272,472,312

 Cash
 flows from Financing Activities:

 from the subscription liability

 755,944

 755,944

 from Trust Account for ordinary shares

)

)

 from note payable-related party

 Net
 cash (used in) provided by financing activities

 ( 272,106,368
)

 ( 272,106,368
)

 Net
 Change in Cash

 ( 65,521
)

 ( 65,521
)

 Cash,
 Beginning of period

 Cash,
 End of period

 $

 $

 Non-Cash
 investing and financing activities:

 of Class A ordinary shares subject to possible redemption

 $
 4,355,287

 $
 4,355,287

 of subscription shares

 $
 —

 $

 F- 24

 PLUM

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 For
 the three months ended March 31, 2023

 As
 Previously

 As

 Cash
 Flows from Operating Activities:

 Net

 $
)

 d

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 earned on investments held in Trust Account

 ( 3,088,967
)

 ( 3,088,967
)

 2,022,486

 2,022,486

)

)

 325,091

 325,091

 18,277

 ( 18,277
)

 a

 -

 expense - debt discount

 302,469

 ( 273,954
)

 b

 28,515

 in operating assets and liabilities:

 ( 59,349
)

 ( 59,349
)

 Due

 30,000

 30,000

 944,041

 944,041

 Net

 ( 238,590
)

 ( 238,590
)

 Cash
 flows from Investing Activities:

 Extension
 payment deposit in Trust

 ( 480,000
)

 ( 480,000
)

 Cash
 withdrawn for redemptions

 Net
 cash provided by investing activities

 272,632,312

 272,632,312

 Cash
 flows from Financing Activities:

 from the subscription liability

 480,000

 480,000

 from Trust Account for ordinary shares

)

)

 from note payable-related party

 Net
 cash (used in) provided by financing activities

 ( 272,382,312
)

 ( 272,382,312
)

 Net
 Change in Cash

 11,410

 11,410

 Cash,
 Beginning of period

 Cash,
 End of period

 $

 $

 Non-Cash
 investing and financing activities:

 of Class A ordinary shares subject to possible redemption

 $
 3,568,966

 $
 3,568,966

 of subscription shares

 $
 —

 $

 F- 25

 NOTE
3 — SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and
Merger Sub II. There has been no intercompany activity since inception.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 F- 26

 Use
of Estimates

 The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting
estimates included in these consolidated financial statements is the determination of the fair value of the subscription and forward
purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and
accordingly, the actual results could differ significantly from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2023 and 2022.

Held in Trust Account

 At
December 31, 2023 and 2022, funds held in the Trust Account include $ 35,555,976 and $ 323,911,642, respectively, of investments held in
a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company
classifies its money market fund as trading securities in accordance with ASC 320 "Investments – Debt and Equity Securities."

Promissory Note

 The
Company accounts for its convertible promissory note under ASC 815, "Derivatives and Hedging" ("ASC 815"). Under
815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under
ASC 825, "Financial Instruments" ("ASC 825"). The Company has made such election for its convertible promissory
note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance
and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either
an expense in the consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).
Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the federal depository insurance coverage of $ 250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.

Ordinary Shares Subject to Possible Redemption

 The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic
480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified
as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A
ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, Class A
ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares features certain redemption
rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders'
deficit section of the Company's consolidated balance sheets.

 As
of December 31, 2023 and 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled
in the following table:

 Ordinary
 shares subject to possible redemption, December 31, 2021

 $
 319,216,340

 Plus:

 Accretion adjustment of
 carrying value to redemption value

 4,695,302

 Ordinary
 shares subject to possible redemption, December 31, 2022

 $

 Less:

 Redemptions of ordinary shares

)

 Plus:

 Accretion adjustment of
 carrying value to redemption value

 5,898,906

 Ordinary
 shares subject to possible redemption, December 31, 2023

 $

 F- 27

 Offering
Costs

 The
Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A — "Expenses
of Offering". Offering costs consist principally of professional and registration fees incurred through the balance sheet date
that are related to the Public Offering. Offering costs are charged to shareholders' deficit or the consolidated statements of
operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments
under the Financial Accounting Standards Board ("FASB") ASC 820, "Fair Value Measurements and Disclosures," approximates
the carrying amounts represented in the consolidated balance sheets.

Liabilities

 The
Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific
terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including
whether the Warrants are indexed to the Company's own ordinary shares and whether the holders of the Warrants could potentially
require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants
and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all
of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at
the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified
warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes
in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

 The
Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40. Such guidance provides that
because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (See Note 6).

Purchase Agreement

 The
Company evaluated the forward purchase agreement ("FPA") to determine if such instrument is a derivative or contain features
that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815").
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. The 2,500,000 forward purchase securities were recognized as a derivative liability
in accordance with ASC 815. Accordingly, the Company recognized the forward purchase securities as a liability at its fair value and
adjust the instrument to its fair value at each reporting period. The liability will be subject to re-measurement at each balance sheet
date until exercised. The fair value of the forward purchase securities is measured using a Probability Weighted Expected Return Model
that values the FPA based on future projections of various potential outcomes.

 On
June 15, 2023, the Company received a termination notice (the "Notice") from Sakuu Corporation ("Sakuu"),
that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination
of the Business Combination Agreement, the FPA was also terminated.

Agreements

 The
Company analyzed its Subscription Agreements (as described in Note 6 and Note 9) under ASC 480 "Distinguishing Liabilities from
Equity" and ASC 815 "Derivatives and Hedging" and concluded that, (i) the Subscription Shares issuable under the Subscription
Agreements are not required to be accounted for as a liability under ASC 480 or ASC 815, and (ii) bifurcation of a single derivative
that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC
815-15-25-7 through 25-10. As a result, all debt proceeds received from Polar and Palmeira have been recorded using the relative fair
value method of accounting under ASC 470 "Debt". As of December 31, 2023, the Sponsor received an aggregate of $ 2,359,975
under the Subscription Agreements of which $ 1,960,944 was funded to the Company.

to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair
value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of
the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.

 F- 28

 Fair
Value Measurements

 FASB
ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value, the methods used to measure
fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair
value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair
value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing
the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer
and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable
inputs reflect the Company's assumptions about the inputs that the buyer and seller would use in pricing the asset or liability
developed based on the best information available in the circumstances.

 The
fair value hierarchy is categorized into three levels based on the inputs as follows:

 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.

 The
fair value of the Company's certain assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value
Measurements and Disclosures," approximates the carrying amounts represented in the consolidated balance sheets. The fair values
of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated
to approximate the carrying values as of December 31, 2023 and 2022 due to the short maturities of such instruments. See Note 7
for additional information on assets and liabilities measured at fair value.

Taxes

 The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." ASC Topic
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company's management determined that the Cayman Islands is the Company's
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its
position.

 The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's
tax provision was zero for the periods presented. The Company's management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.

 F- 29

 Net
(Loss) Income Per Ordinary Share

 The
Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." The Company has two
classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared
pro rata between the two classes of shares. The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company's
shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same
as basic net (loss) income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator
used to compute basic and diluted net (loss) income per share for each class of ordinary share:

 For
 the Year Ended December 31, 2023

 ordinary share

 subject

 to possible

 redemption

 Class B

 NUMERATOR

 Allocation
 of net (loss)

 $
 ( 19,192
)

 $
 ( 4,682
)

 $
 ( 10,853
)

 DENOMINATOR

 Weighted Average Shares Outstanding including common stock subject to redemption

 9,858,573

 2,405,055

 5,575,354

 Basic and diluted net (loss) income per shares

 $
)

 $
)

 $
)

 For the Year Ended

 December 31, 2022

 ordinary share
 subject
 to possible
 redemption

 Class B

 ordinary
 share

 Numerator

 Allocation
 of net income

 $
 8,462,500

 $
 2,115,625

 Denominator

 Weighted average shares outstanding

 31,921,634

 Basic and diluted net income per share

 $
 0.27

 $
 0.27

 Recent
Accounting Standards

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial
statements and disclosures.

 Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 NOTE 4 —
INITIAL PUBLIC OFFERING

 On
March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A
ordinary share, and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 6).

 On
April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $ 10.00 per Unit, each consisting of one Class A
ordinary share and one-fifth of one redeemable warrant.

 All
of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the
redemption of such public shares in connection with the Company's liquidation, if there is a shareholder vote or tender offer in
connection with the Business Combination and in connection with certain amendments to the Company's certificate of incorporation.
In accordance with SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption
provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent
equity.

 The
Class A ordinary share is subject to SEC and its staff's guidance on redeemable equity instruments, which has been codified
in ASC480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes
in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will
become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately
as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The
Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized
the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted
in charges against additional paid-in capital and accumulated deficit.

 F- 30

 NOTE 5 —
PRIVATE PLACEMENTS

 Simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.50 per Private
Placement Warrant, for an aggregate purchase price of $ 9,000,000, in a private placement. Simultaneously with the issuance and sale of
the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants
to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds of $ 384,327. A portion of the proceeds from
the private placements were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption
of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

 The
Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants)
will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant
to limited exceptions to the Company's officers and directors and other persons or entities affiliated with the initial purchasers
of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted
transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

 If
the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants
will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included
in the units sold in the IPO.

 NOTE 6 —
RELATED PARTY TRANSACTIONS

 Founder

 On
January 13, 2021, the Sponsor paid $ 25,000, or approximately $ 0.003 per share, to cover certain offering costs in consideration
for 8,625,000 Class B ordinary shares, par value $ 0.0001 per share (the "Founder Shares"). Up to 1,125,000 Founder Shares
were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter. On April 14,
2021 the underwriter partially exercised its over-allotment option buying 1,921,634 Units thus reducing the total number of share
subject to forfeiture to 644,591. On May 2, 2021 the underwriter's over-allotment option expired and 644,591 Founder Shares
were forfeited to the Company.

 The
Sponsor and the Company's directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares
until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial
Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted
for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having
the right to exchange their ordinary shares for cash, securities or other property (the "Lock-up").Any permitted transferees
would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to
any Founder Shares.

Note — Related Party

 On
January 13, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory
note. This loan is non-interest bearing and payable on the earlier of November 30, 2021 or the completion of the IPO. As of December
31, 2023 and 2022, the Company has no borrowings under the Note. Borrowings under this note are no longer available.

 On
March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $ 250,000 (the "Promissory
Note") to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal
amount of $ 250,000 on March 14, 2023. The Promissory Note does not bear interest and matures upon the consummation of Plum's
initial business combination with one or more businesses or entities. In the event Plum does not consummate a business combination, the
Promissory Note will be repaid upon Plum's liquidation only from amounts remaining outside of Plum's trust account,
if any. The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid
principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately
due and payable. As of December 31, 2023 and 2022, the Company has $ 250,000 and $ 0 borrowings under the Note.

 F- 31

 Working
Capital Loans

 In
addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors, and third parties have committed to loan the Company funds as may
be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company will repay the Working
Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of the Working Capital Loans may be convertible into
Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business
Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company's
management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and
all rights to seek access to funds in the Company's Trust Account.

 On
January 31, 2022, the Company issued an unsecured promissory note (the "Note") in the principal amount of $ 500,000 to
Mike Dinsdale (the "Payee"). The Note does not bear interest and is repayable in full upon consummation of the Company's
initial Business Combination. The Company may draw on the Note from time to time, in increments of not less than $ 50,000, until
the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination. If the Company does not complete
a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a
Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole
or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between
the Company and Continental Stock Transfer & Trust Company), at a price of $ 1.50 per private placement warrant. The Note is
subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and
all other sums payable with regard to the Note becoming immediately due and payable.

 On
July 11, 2022, the Company issued an unsecured promissory note (the "Second Note") in the principal amount of $ 500,000
to Ursula Burns (the "Second Payee"). The Note does not bear interest and is repayable in full upon consummation of
the Company's initial Business Combination. Up to fifty percent ( 50 %) of the principal of the Note may be drawn down
from time to time at the Company's option prior to August 25, 2022 and any or all of the remaining undrawn principal of the
Note may be drawn down from time to time at the Company's option after August 25, 2022, in each case in increments of
not less than $ 50,000. If the Company does not complete a Business Combination, the Second Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination, the Second Payee shall have the option, but not the
obligation, to convert the principal balance of the Second Note, in whole or in part, into private placement warrants, at a price of
$ 1.50 per private placement warrant. The Second Note is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Second Note and all other sums payable with regard to the Second Note becoming
immediately due and payable.

 The
Note and Second Note are reported at cost in the consolidated financial statements as the fair value adjustment associated
with the conversion is deemed to be immaterial.

 In connection
with the Subscription Agreements (as described below), the Company issued unsecured promissory notes ("Convertible Promissory Notes"),
dated as of March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, in the principal amount of up to $ 1,500,000, $ 1,090,000,
$ 340,000, and $ 800,000, respectively, to Sponsor, which may be drawn down by the Company from time to time prior to the consummation
of the Company's Business Combination. The Convertible Promissory Notes do not bear interest, matures on the date of consummation
of the Business Combination and is subject to customary events of default. The Convertible Promissory Notes will be repaid only to the
extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering
and is convertible into private placement warrants of the Company at a price of $ 1.50 per warrant at the option of the Sponsor. The warrants
would be identical to the Private Placement Warrants. The Company has evaluated the accounting treatment of the convertible notes under
ASC 815. The Company has determined that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor
exercises the conversion feature. As of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory
Note has been determined to have de minis value.

Agreements

 On
March 16, 2023, the Sponsor entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the
Sponsor an aggregate of $ 480,000 to fund the Company's working capital requirements during the Articles Extension and the Sponsor
agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance
with its terms or otherwise, an aggregate of 360,000 Founder Shares. Investor paid $ 480,000 to the Sponsor on March 17, 2023
(see Note 9 for further details).

 Subsequently,
on May 23, 2023, Investor agreed to pay the Sponsor an aggregate of $ 270,000 to fund the Company's working capital requirements
during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination
of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 202,500 Founder Shares. Investor paid
$ 270,000 to the Sponsor on May 23, 2023.

 F- 32

 On
July 14, 2023, the Company entered into an amended and restated subscription agreement ("A&R Subscription Agreement")
with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose
of the A&R Subscription Agreement remains for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles Extension
and to provide working capital to the Company during the Articles Extension. Investor paid $ 160,000 to the Sponsor on July 14, 2023.

 On
July 25, 2023, the Company entered into a second subscription agreement ("Second Subscription Agreement") with the Investor
and Sponsor, 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. In consideration of the funds, Sponsor will transfer 1 share of a Class A ordinary
share for each dollar the Investor funds (the "Subscription Shares") to the Investor at the closing of the Business Combination.
Investor paid $ 750,000 to the Sponsor on July 25, 2023.

 On
October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement,
in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following:
(a) 431,735 shares of Class A Common Stock of the SPAC (the "Initial Shares") free and clear of any liens or other encumbrances,
other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals,
exchanges, or earn-outs for any reason on the Initial Shares; (b) 71,956 shares of Class A Common Stock of the SPAC that must be held
by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading
period within 10 years from the consummation of the De-SPAC (the "$ 12.50 Shares"); and (c) 71,956 shares of Class A Common
Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading
days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 15 Shares" and together
with the Initial Shares and the $ 12.50 Shares, the "Subscription Shares").

 On
October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement,
in which the parties (a) limited the total amount of the Investor's Capital Commitment that may be called subject to the Second
Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement
to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the "Initial Shares") free and clear of any liens
or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back,
transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the
SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within
any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 12.50 Shares"); and (c) 74,695 shares
of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00
for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 15 Shares"
and together with the Initial Shares and the $ 12.50 Shares, the "Subscription Shares").

 On
November 16, 2023, the Company entered into a subscription agreement ("Fourth Subscription Agreement") with Palmeira Investment
Limited (the "Palmeira") and Sponsor and, together with the Company and Palmeira, the "Parties", the purpose
of which is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company
during the Extension ("Investor's Capital Commitment"). Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November
21, 2023 and November 27, 2023, respectively. The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier
termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares

 As
of December 31, 2023, Polar and Palmeira (collectively the "Investors") have paid the Sponsor an aggregate of $ 2,359,975
to fund the Company's working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors,
effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise,
an aggregate of 1,341,140 Founder Shares.

 Administrative
Support Agreement

 The
Company will pay the Sponsor or an affiliate of the Sponsor $ 10,000 per month for office space, secretarial and administrative
services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company
will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other
services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the year ended December
31, 2023, the Company incurred $ 120,000, in fees for office space, secretarial and administrative services, of which such amounts are
included in the due to related party in the accompanying consolidated balance sheets. For the year ended December 31, 2023, the
Company incurred $ 215,094, in fees for reimbursement of costs of salaries, respectively. For the year ended December 31, 2022,
the Company incurred $ 120,000, in fees for office space, secretarial and administrative services, of which such amounts are included
in the due to related party in the accompanying balance sheets and incurred $ 549,198 for reimbursement of costs of salaries and
other services.

 NOTE 7 —
WARRANTS

 The
Public Warrants will become exercisable at $ 11.50 per share, subject to adjustment, at any time commencing 30 days after the completion
of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the
Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and
such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of
the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

 F- 33

 The
Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial
Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially
reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination,
and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares
until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are
at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered
security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants
who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities
Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the
Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time
as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration
statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or
another Exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants
for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "fair market value"
(as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The "fair market
value" as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days
ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

 In
no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for
the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for
the Class A ordinary share underlying such unit.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

 Once
the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon not less than 30 days' prior written notice of redemption to each warrant holder; and

 if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 10.00

 Once
the warrants become exercisable, the Company may redeem the outstanding warrants:

 in whole and not in part;

 at $ 0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined above);

 if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

 if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

 In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per
ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds
from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $ 9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market
Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

 F- 34

 NOTE 8 —
 RECURRING FAIR VALUE MEASUREMENTS

Held in Trust Account

 As of December
31, 2023 and 2022, the investments in the Company's Trust Account consisted of approximately $ 35.6 million and $ 323.9 million
in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three months
but less than one year to be short-term investments.

 Fair
values of the Company's investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical
assets.

 Recurring
Fair Value Measurements

 The
Company's permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1
inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company's initial value of the warrant
liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with
less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants
is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private
Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms
of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations
from these estimates and inputs could result in a material change in fair value. For the year ended December 31, 2023, there were no
transfers amongst level 1, 2, and 3 values during the period. At December 31, 2021, the Company reclassified the Public Warrants
and Private Warrants from Level 3 to Level 1 and Level 2, respectively.

 The
FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential
outcomes. The FPA liability is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination
notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light
of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no
FPA liability outstanding.

 The
conversion feature of the Convertible Promissory Notes, in connection with the Subscription Purchase Agreement, is measured at fair value
using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory
Notes was $ 0 as of December 31, 2023.

 The
following table presents fair value information as of December 31, 2023 and 2022, of the Company's financial assets and liabilities
that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company
utilized to determine such fair value.

 December
 31, 2023

 Total

 Level 1

 Level 2

 Level 3

 Assets

 held in Trust Account—U.S. Money Market

 $

 $

 $
 —

 $
 —

 Liabilities

 Public
 warrant liability

 829,962

 829,962

 —

 —

 Private
 warrant liability

 813,308

 —

 813,308

 —

 Sponsor loan conversion option

 —

 —

 —

 —

 Total

 $
 1,643,270

 $
 829,962

 $
 813,308

 $
 —

 December
 31, 2022

 Total

 Level 1

 Level 2

 Level 3

 Assets

 held in Trust Account—U.S. Money Market

 $

 $

 $
 —

 $
 —

 Liabilities

 Public
 warrant liability

 191,529

 191,529

 —

 —

 Private
 warrant liability

 187,687

 —

 187,687

 —

 Total

 $
 379,216

 $
 191,529

 $
 187,687

 $
 —

 If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.

Purchase Agreement Liability

 The
estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected
term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability
is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the estimated
term.

 On
June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business
Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also
terminated. As of December 31, 2023 and 2022 there was no FPA liability outstanding.

 The
following table presents the changes in the fair value of the forward purchase agreement ("FPA") liability:

 FPA

 Fair value as of January 1, 2023

 $
 —

 Issuance of FPA liability

 Change in fair value

)

 Fair value as of December 31, 2023

 $
 —

 F- 35

 The changes
in the fair value of the forward purchase agreement liability for the year ended December 31, 2023, is $ 308,114.

 NOTE 9 —
COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans
(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement
to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to the Company's completion of its initial Business
Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case
of the Founder Shares, as described in Note 5, and (ii) in the case of the Private Placement Warrants and the respective Class A
ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 Underwriting
Agreement

 The
Company granted the underwriter a 45 -day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to
cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partially exercised
the over-allotment option and, on April 14, 2021, the underwriter purchased 1,921,634 Units.

 On
March 18, 2021, the Company paid the underwriter's fee of $ 6,000,000 upon the closing of the IPO. Upon partial exercise
of the over-allotment option, the Company paid $ 384,327 to the underwriter.

 In
addition, the Underwriting Agreement provides $ 11,172,572 to be payable to the underwriter for deferred underwriting commissions.
However, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement.

 Waiver
of Deferred Underwriting Discount

 On
January 16, 2023, Goldman Sachs, the underwriter of the Company's initial public offering, waived any entitlement it had to
its deferred underwriting discount in the amount of $ 11,172,572. In doing so, Goldman Sachs did not forfeit or waive any claim or right
it otherwise has under the Underwriting Agreement dated March 15, 2021.

 Service
Provider Agreements

 From
time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment
banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide
other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection
with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business
Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that
the Company will complete a Business Combination.

Combination Agreement

 On
March 2, 2023, the Company entered into a Business Combination Agreement by and among the Company, Sakuu Corporation, a Delaware
corporation (the "Sakuu"), Merger Sub I, and Merger Sub II. The Business Combination Agreement with Sakuu was terminated
on June 14, 2023.

 On
November 27, 2023, the Company, 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").

 Founded
in 2014, Veea offers edge-to-cloud computing with its VeeaHub smart computing hub products that can replace or complement Wi-Fi Access
Points (APs), IoT gateways, routers, basic firewalls, network attached storage, and other types of hubs and appliances at user premises.

Agreement

 As
disclosed in the definitive proxy statement filed by the Company on February 24, 2023 (the "Proxy Statement"), relating
to the extraordinary general meeting of shareholders (the "Shareholder Meeting"), the Sponsor agreed that if the Extension
Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the "Lender")
will deposit into the Trust Account the lesser of (A) $ 480,000 or (B) $ 0.12 for each Class A ordinary share, par value
$ 0.0001 per share (each a "Public Share") remaining after the holders of the Company's Public Shares elected to redeem
all or a portion of their Public Shares (the "Redemption"), in exchange fora non-interest bearing, unsecured promissory
note issued by the Company to the Lender.

 In
addition, in the event that the Company has not consummated an initial business combination by the Articles Extension Date (defined below),
without approval of the Company's public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor,
and upon five days' advance notice prior to the applicable Termination Date (as defined below), extend the Termination Date
up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination),
provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $ 160,000 or
(B) $ 0.04 for each Public Share remaining after the Redemption, in exchange for a non-interest bearing, unsecured promissory
note issued by Plum to the Lender.

 F- 36

 Accordingly,
on March 16, 2023, the Company entered into a subscription agreement ("Subscription Agreement") with Polar Multi-Strategy
Master Fund (the "Investor") and the Sponsor (collectively, the "Parties"), the purpose of which is for the Sponsor
to raise up to $ 1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide working capital to the Company
during the Articles Extension ("Investor's Capital Commitment"). As such, subject to, and in accordance with the terms
and conditions of the Subscription Agreement, the Parties agreed,

 (a)
 from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company's Amended and Restated Memorandum and Articles of Association (each a "Drawdown Request"). The Sponsor, upon on at least five (5) calendar days' prior written notice ("Capital Notice"), may require a drawdown against the Investor's Capital Commitment under a Drawdown Request (each a "Capital Call");

 (b)
 in consideration of the Capital Calls, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) (the "Subscription Shares") to the Investor at the closing of the Business Combination (the "Business Combination Closing"). The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the "Letter Agreement"). The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation to the Business Combination;

 (c)
 each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request ("Sponsor Capital Contribution"), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor's Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement;

 (d)
 any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Subscription Agreement (the "Business Combination Payment"). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company's cash accounts, not including monies held in Trust Account, will be paid to the Investor within five (5) days of the liquidation; and

 (e)
 on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000.

 On
July 14, 2023, the Company entered into an amended and restated subscription agreement ("A&R Subscription Agreement")
with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The
purpose of the A&R Subscription Agreement remains for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles
Extension (defined below) and to provide working capital to the Company during the Articles Extension ("Investor's Capital
Commitment"). As such, subject to, and in accordance with the terms and conditions of the A&R Subscription Agreement, the Parties
agreed,

 (a)
 from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company's Amended and Restated Memorandum and Articles of Association (each a "Drawdown Request"). The Sponsor, upon on at least five (5) calendar days' prior written notice ("Capital Notice"), may require a drawdown against the Investor's Capital Commitment under a Drawdown Request (each a "Capital Call");

 (b)
 in consideration of the Capital Calls, Sponsor will transfer (i) 0.75 shares of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the initial contribution, and (ii) 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, the "Subscription Shares") to the Investor at the closing of the Business Combination (the "Business Combination Closing"). The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the "Letter Agreement"). The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation to the Business Combination;

 F- 37

 (c)
 each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request ("Sponsor Capital Contribution"), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor's Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement;

 (d)
 any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the A&R Subscription Agreement (the "Business Combination Payment"). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the A&R Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company's cash accounts, not including the Company's Trust Account, will be paid to the Investor within five (5) days of the liquidation;

 (e)
 on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the A&R Subscription Agreement not to exceed $ 5,000; and

 (f)
 an amount that is up to $ 160,000 (being the total and final amount that the Sponsor can call as the second contribution) may be requested by the Sponsor in one or more Capital Notices before July 31, 2023.

 On
July 25, 2023, the Company entered into a subscription agreement ("Second Subscription Agreement") with Investor and
Sponsor, the purpose of which is for the Sponsor to raise up to $ 1,090,000 from the Investor to fund the Extension (defined below) and
to provide working capital to the Company during the Extension ("Investor's Capital Commitment"). As such, subject
to, and in accordance with the terms and conditions of the Second Subscription Agreement, the Parties agreed,

 (a)
 from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company's Amended and Restated Memorandum and Articles of Association (each a "Drawdown Request"). The Sponsor, upon on at least five (5) calendar days' prior written notice ("Capital Notice"), may require a drawdown against the Investor's Capital Commitment under a Drawdown Request (each a "Capital Call"). An amount of up to $ 750,000 of the Investor's Capital Commitment was deemed the subject of a Capital Call concurrently with the execution of the Second Subscription Agreement, and an amount that is up to the balance of the Investor's Capital Commitment may be called upon the filing of a registration statement by the SPAC or the surviving entity in relation to the business combination.

 (b)

 in consideration of the Capital
 Calls, Sponsor will transfer 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in
 respect of the second contribution (together, the "Subscription Shares") to the Investor at the closing of the Business
 Combination (the "Business Combination Closing"). The Subscription Shares shall be subject to the Lock-Up Period as defined
 in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the "Letter Agreement"). The Subscription Shares
 shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies
 and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation
 to the Business Combination;

 (c)

 each member of the Sponsor
 has the right to contribute any amount requested under each Drawdown Request ("Sponsor Capital Contribution"), provided
 that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor's Capital Commitment. In
 addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which
 shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown
 Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will
 be no more favorable than the terms under the Second Subscription Agreement;

 (d)
 any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Second Subscription Agreement (the "Business Combination Payment"). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the Second Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company's cash accounts, not including the Company's Trust Account, will be paid to the Investor within five (5) days of the liquidation; and

 (e)
 on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Second Subscription Agreement not to exceed $ 5,000.

 F- 38

 In
connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in
the principal amount of up to $ 1,090,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation
of the Company's Business Combination. As noted, an initial draw in the amount of $ 750,000 occurred on July 25, 2023. The
note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default.
The note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection
with its initial public offering and is convertible into private placement warrants of the Company at a price of $ 1.50 per warrant at
the option of the Sponsor.

 On
October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement,
in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following:
(a) 431,735 shares of Class A Common Stock of the SPAC (the "Initial Shares") free and clear of any liens or other encumbrances,
other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals,
exchanges, or earn-outs for any reason on the Initial Shares; (b) 71,956 shares of Class A Common Stock of the SPAC that must be held
by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading
period within 10 years from the consummation of the De-SPAC (the "$ 12.50 Shares"); and (c) 71,956 shares of Class A Common
Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading
days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 15 Shares" and together
with the Initial Shares and the $ 12.50 Shares, the "Subscription Shares").

 On
October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement,
in which the parties (a) limited the total amount of the Investor's Capital Commitment that may be called subject to the Second
Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement
to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the "Initial Shares") free and clear of any liens
or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back,
transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the
SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within
any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 12.50 Shares"); and (c) 74,695 shares
of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00
for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the "$ 15 Shares"
and together with the Initial Shares and the $ 12.50 Shares, the "Subscription Shares").

 On
November 16, 2023, the Company entered into a subscription agreement ("Fourth Subscription Agreement") with Palmeira Investment
Limited ("Palmeira") and Sponsor and, together with the Company and Palmeira, the "Parties", the purpose of which
is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company during the
Extension ("Investor's Capital Commitment"). Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November 21, 2023,
and November 27, 2023, respectively. The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier termination
of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares

 As
of December 31, 2023, Polar and Palmeira (collectively the "Investors") have paid the Sponsor an aggregate of $ 2,359,975
to fund the Company's working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors,
effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise,
an aggregate of 1,341,140 Founder Shares.

Purchase Agreement

 Prior
to the execution of the Business Combination Agreement, the Company and Polar entered into a letter agreement dated March 1, 2023
(the "Forward Purchase Agreement"), pursuant to which Polar will purchase (either in the open market, or from the Company)
up to 2,500,000 shares of (i) prior to the Closing, Class A common stock of the Company and (ii) after the Closing (such
shares, the "FPA Shares"). Seller may not beneficially own greater than 9.9 % of the FPA Shares on a pro forma basis.

 Seller
has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination.

 The
Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal
to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined
in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward
Purchase Agreement) purchased by Polar (collectively, such amount, the "Prepayment Amount"), to Polar.

 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, the Company 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.

 On
June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business
Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also
terminated.

 Release
Agreement

 On
October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination ("Target"),
pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and
Restated Non-Binding Term Sheet, dated as of June 22, 2022 ("Term Sheet"), and related Term Sheet Extension Letter Agreements,
dated July 18, 2022, July 22, 2022, August 1, 2022, and August 8, 2022.

 F- 39

 NOTE 10 —

 Preference
Shares — The Company is authorized to issue 1,000,000 preference shares at par value of $ 0.0001, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December
31, 2023 and 2022, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of
$ 0.0001 per share. At December 31, 2023 and 2022, there were 7,980,409 and no Class A Ordinary Shares outstanding excluding 3,255,593
and 31,921,634 shares of Class A Ordinary Shares subject to possible redemption, respectively.

 Class B
Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of
$ 0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. With the underwriter's over-allotment
option expiring in May 2021 partially unexercised, the initial shareholders forfeited 644,591 to the Company for no consideration
so that the initial shareholders would collectively own 20 % of the Company's issued and outstanding ordinary shares after the IPO.
In connection with the vote to approve the Second Extension Amendment Proposal, the Sponsor, as the sole holder of Class B Ordinary Shares,
voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum
and Articles of Association. As of December 31, 2023 and 2022, there were 0 and 7,980,409 shares of Class B Ordinary Shares issued
and outstanding, respectively.

 Holders
of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of the Company's shareholders, except as required by law. Unless specified in the Company's amended and
restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange
rules, the affirmative vote of a majority of the Company's ordinary shares that are voted is required to approve any such matter
voted on by its shareholders.

 The
Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered
upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does
not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders
thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in
the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion
of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise
of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible
into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private
Placement Warrants issued to the Sponsor, its affiliates or any member of the Company's management team upon conversion of Working
Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

 NOTE 11 —
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 As
further described in Note 2, the previously reported financial information for the quarters ended March 31, 2023, June 30, 2023, and
September 30, 2023, have been restated. As part of the restatement, the Company recorded adjustments to correct the uncorrected misstatements
in the impacted periods. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.

 The
following tables summarize the Company's unaudited quarterly financial information for the impacted periods.

 Incorporated
herein is expanded disclosure of the restatements of the quarterly information for the three months ended March 30, 2023, three and six-months
ended June 30, 2023, and three and nine-months ended September 30, 2023.

 F- 40

 PLUM ACQUISITION
CORP. I

CONSOLIDATED BALANCE SHEETS

 AS
 RESTATED

 3/31/2023

 6/30/2023

 9/30/2023

 Assets

 Cash
 and cash equivalents

 102,980

 52,885

 27,550

 Total

 200,791

 73,765

 120,272

 held in Trust Account

 54,368,297

 Total
 Assets

 Liabilities,
 Redeemable Ordinary Shares and Stockholders' Deficit

 payable and accounts payable

 3,584,797

 3,853,954

 3,976,694

 Due

 265,000

 331,826

 258,966

 promissory note -related party

 Note - related party

 Purchase Agreement liability

 -

 -

 Total

 5,984,882

 5,903,054

 6,545,772

 2,401,703

 423,458

 758,433

 Total

 8,386,585

 6,326,512

 7,304,205

 Commitments
 and Contingencies

 Class A Common Stock subject to possible redemption, 5,228,218, 5,228,218 and 3,255,593 shares at $ 10.40, $ 10.55 and $ 10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively

 54,368,296

 Stockholders'
 Deficit:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 -

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 0, 0 and 799 shares issued and outstanding (excluding 5,228,218, 5,228,218 and 3,255,593 shares subject to possible redemption) as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

 -

 -

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,980,409, 7,980,409 and 0 shares issued and outstanding as of March 31, 2023, June 30, 2023 and September 30, 2023.

 -

)

)

)

 Total
 stockholders' deficit

)

)

)

 Total
 Liabilities, Redeemable Ordinary Shares and Stockholders' Deficit

 F- 41

 PLUM

CONSOLIDATED STATEMENTS OF OPERATIONS

 AS
 RESTATED

 For
 the three months ended
 March 31, 2023

 For
 the three months ended
 June 30,

 2023

 For
 the six months ended
 June 30,

 2023

 For
 the three months ended
 September 30,

 2023

 For
 the nine months ended
 September 30,

 2023

 $
 1,153,282

 $
 578,954

 $
 1,732,236

 $
 353,372

 $
 2,085,609

 Loss

 ( 1,153,282
)

 ( 578,954
)

 ( 1,732,236
)

 ( 353,372
)

 ( 2,085,609
)

 Other

 in fair value of warrants liabilities

 ( 2,022,486
)

 1,978,245

 ( 44,241
)

 ( 334,975
)

 ( 379,216
)

 ( 325,091
)

 -

 Issuance of Forward
 Purchase Agreement

)

 -

)

 -

)

 -

 -

 Expense – Debt Discount

 ( 28,515
)

 ( 106,416
)

 ( 134,931
)

 ( 279,013
)

 ( 413,944
)

 3,088,967

 626,320

 3,715,287

 629,310

 4,344,597

 Total

 733,235

 3,131,354

 3,864,589

 15,322

 3,879,911

 Net

 $
)

 $

 $

 $
)

 $

 average shares outstanding, Class A ordinary shares subject to possible redemption

 26,286,357

 13,208,627

 15,699,116

 4,970,919

 12,083,753

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

 $
)

 $
 0.12

 $
 0.09

 $
)

 $
 0.09

 average shares outstanding, Class A ordinary shares subject to possible redemption

 -

 -

 -

 1,474,641

 526,181

 Basic and diluted net income per ordinary share, Class A ordinary shares

 -

 -

 -

 $
)

 $
 0.09

 average shares outstanding, Class B ordinary shares

 6,505,768

 7,454,228

 $
)

 $
 0.12

 $
 0.09

 $
)

 $
 0.09

 F- 42

 PLUM

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 Class
 A ordinary shares

 Class
 B ordinary shares

 Paid-in

 Shareholders'

 Capital

 -

 $
 -

 $

 $
 -

 $
)

 $
)

)

 -

)

 Net
 loss

)

)

 as of March 31, 2023 (As Restated)

 -

 $
 -

 $

 $

 $
)

 $
)

)

 -

)

 Net

 as of June 30, 2023 (As Restated)

 -

 $
 -

 $

 $

 $
)

 $
)

 of class B shares to Class A shares

 ( 7,980,409
)

 ( 799
)

 -

)

 -

)

 Net
 loss

)

)

 as of September 30, 2023 (As Restated)

 $

 -

 $
 -

 $

 $
)

 $
)

 F- 43

 PLUM ACQUISITION
CORP. I

CONSOLIDATED STATEMENTS OF CASH FLOWS

 AS
 RESTATED

 For
 the three

 months ended

 March 31,

 2023

 For
 the six months ended

 June 30,

 2023

 For
 the nine

 months ended

 September 30,

 2023

 Cash flows from Operating Activities:

 Net (loss)
 income

 $
 ( 420,048
)

 $

 $

 Adjustments to reconcile net loss to net cash
 used in operating activities:

 Interest earned on cash held in Trust Account

 ( 3,088,966
)

 ( 3,715,287
)

 ( 4,344,597
)

 Reduction of deferred underwriter fees

)

)

)

 Changes in fair value of warrant liabilities

 2,022,486

 44,241

 379,216

 Issuance of FPA

 Change in fair value of FPA

 325,091

)

)

 Interest expense - debt discount

 28,515

 134,931

 413,944

 Prepaid assets

 ( 59,349
)

 ( 9,254
)

 16,081

 Due to related party

 30,000

 96,826

 23,966

 Accounts payable and
 accrued expenses

 944,041

 1,213,199

 1,335,939

 Net

 ( 238,590
)

 ( 431,465
)

 ( 709,623
)

 Cash flows from Investing
 Activities:

 Extension payment deposit in Trust

 ( 480,000
)

 ( 640,000
)

 ( 1,095,000
)

 Cash withdrawn for redemptions

 294,254,572

 Net
 cash used in investing activities

 272,632,312

 272,472,312

 293,159,572

 Cash flows from Financing
 Activities:

 Redemption of ordinary shares

)

)

)

 Proceeds from note payable-related party

 Proceeds from subscription

 480,000

 755,944

 1,560,944

 Net
 cash provided by financing activities

 ( 272,382,312
)

 ( 272,106,368
)

 ( 292,443,628
)

 Net Change in Cash

 11,410

 ( 65,521
)

 6,321

 Cash, Beginning of
 period

 Cash, End of period

 $

 $

 $

 Non-Cash investing
 and financing activities:

 of Class A ordinary shares subject to possible redemption

 $
 3,568,966

 $
 4,355,287

 $
 5,439,596

 Issuance of Subscription Shares

 $

 $

 $

 F- 44

 NOTE 12 —
SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated
financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the consolidated financial statements.

 On
January 13, 2024, Rigrodsky Law P.A. sent a demand letter to the Company, purportedly on behalf of a stockholder of the Company, alleging
deficiencies in the draft registration statement on Form S-4 filed by the Company, with the U.S. Securities and Exchange Commission on
January 5, 2024.

 On
January 31, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq")
stating that the Company failed to hold an annual meeting of shareholders within twelve months of the end of its fiscal year ended December
31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar
days (or until March 16, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up
to 180 calendar days from its fiscal year end (or until June 28, 2024) to regain compliance. The Company intends to submit a compliance
plan within the specified period. While the plan is pending, the Company's securities will continue to trade on Nasdaq.

 On
February 10, 2024, the Audit Committee of the Company concluded, after discussion with the Company's management and accounting
professionals, that the Company's previously-issued unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 23, 2023,
August 21, 2023, and November 22, 2023, respectively (each an "Affected Period" and, collectively, the "Affected Periods"),
should be restated and no longer be relied upon due to misstatements in (i) debt discount subscription liability, additional paid-in
capital and accumulated deficit in the Company's condensed balance sheet as of March 31, 2023, June 30, 2023, and September 30,
2023, and (ii) change in fair value of subscription liability and interest expense – debt discount on the Company's condensed
statements of operations for the three months ended March 31, 2023, three and six months ended June 30, 2023, and three and nine months
ended September 30, 2023.

 F- 45

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