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March 26, 2024
Kanishka Roy
Chief Executive Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, California 94115
Re:Plum Acquisition Corp. I
Amendment No. 1 to Registration Statement on Form S-4
Filed March 12, 2024
File No. 333-276411
Dear Kanishka Roy:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 1, 2024 letter.
Amendment No. 1 to Form S-4 filed March 12, 2024
Risk Factors, page 30
1.Please revise to include a risk factor addressing Plum's material weakness and the
resulting ineffective disclosure controls and procedures and internal control over financial
reporting.
Business Combination Proposal, page 129
2.Disclosure added in response to prior comment 6 states that "Veea has entered into a
number of memoranda of understanding (“MOUs”) regarding sales of its products. Based
on its experience and judgment and on the current status of negotiations with the
counterparties to such MOUs, Veea management believes that a portion of these MOUs
will lead to definitive agreements and recognition of revenue in 2024." Please revise your
disclosure to provide more detail on the stage of negotiations with these counterparties

 FirstName LastNameKanishka Roy
 Comapany NamePlum Acquisition Corp. I
 March 26, 2024 Page 2
 FirstName LastNameKanishka Roy
Plum Acquisition Corp. I
March 26, 2024
Page 2
and balance your disclosure by clearly stating that you may never generate revenue from
these early stage negotiations.
Material U.S. Federal Income Tax Consequences of the Domestication and Redemption
Tax Consequences of the Domestication, page 162
3.You state that the "Domestication generally should qualify as a reorganization within the
meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax
purposes." Please revise to provide a definitive statement as to whether investors are likely
to experience a taxable event as a result of the Domestication. Additionally, clarify
whether your tax counsel will be providing an opinion on this matter, and if so, revise to
clearly state this opinion. To the extent tax counsel will not opine on this matter, please
revise here and in your risk factors to clearly state that it is uncertain whether the
domestication will qualify as a tax-free reorganization and discuss the potential
consequences to investors.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Proposed Transactions, page 180
4.You disclose on page 181 and elsewhere that the pro forma financial information assumes
$23,167,923 will be raised by Veea between the Business Combination Agreement date
and Closing and that as of December 31, 2023, $20,091,649 in cash has been
raised. Please revise to disclose whether the remaining $3 million has been received
subsequent to December 31, 2023, and if so revise to reflect such amounts in the pro
forma financial information.
Note 2 - Basis of Presentation and Accounting Policies, page 181
5.It would appear the shares reflected in the table on page 182 as "Series A-2 New
Financing Securities investors" are based on an amount of $23,167,923 divided by $7.50.
Please revise footnote (5) to explain how the number of shares was derived and what the
dollar amount represents. Similar clarification should be made wherever this table is
disclosed.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2023, page 184
6.Please revise the date in this title to be December 31, 2023, consistent with the date of
balance sheet presented.
7.We note your revised disclosures in adjustment "I", which indicates that the adjustment
reflects the receipt of $20 million in cash. However, it appears the adjustment actually
reflects the holders of Veea Series A-2 Preferred Stock receiving shares of New Plum
Common Stock and not the receipt of cash. Please revise to clarify this description to be
consistent with the adjustment reflected as well as the revisions made to footnote (5) of
the table on page 182.

 FirstName LastNameKanishka Roy
 Comapany NamePlum Acquisition Corp. I
 March 26, 2024 Page 3
 FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
March 26, 2024
Page 3
Veea's Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 228
8.We note your revised disclosures in response to prior comment 10 includes the anticipated
additional proceeds from the Series A-2 offering. Please revise to state whether as of the
most recent balance sheet date, your existing cash will be sufficient to fund your
operations for the next 12 months. To the extent it will not, disclose how long you will be
able to continue to fund your operations using current available cash resources. Refer to
FRC 501.03(a) and Section IV of SEC Release 33-8350.
Plum Acquisition Corp. I
Notes to Financial Statements
Note 3 - Significant Accounting Policies
Convertible Promissory Note, page F-30
9.Please revise to clarify here and on page 209 to which specific convertible promissory
note this policy relates. In this regard, it does not appear that you have any debt that is
accounted for under the fair value option.
Subscription Agreements, page F-32
10.We note your response to prior comment 11, the change in accounting for the subscription
liability, and that you restated previously reported financial statements. However, it is still
unclear how the transactions were accounted for, the specific accounting guidance
followed, and how you considered the Sponsor’s involvement in the arrangement. Please
provide us with a comprehensive analysis of the accounting for the subscription liability,
journal entries recorded at issuance and those that will be recorded upon settlement, with
specific paragraphs in the accounting guidance followed. Further, explain how you
considered the role of the Sponsor in the transactions and that their shares are transferred
to the Investor in the arrangements.
Note 6 - Related Party Transactions
Working Capital Loans, page F-36
11.You disclose two unsecured promissory notes, referred to as "Note” and “Second Note”,
which appear to be presented on the balance sheet as "Convertible promissory note –
related party". Please revise to clarify the disclosures and/or the line item title so it is clear
whether the notes described relate to this line item.  Further, ensure it is clear whether or
not the Note and Second Note relate to the promissory notes issued in connection with the
Subscription Agreements, also disclosed here and also referred to as Convertible
Promissory Notes.

 FirstName LastNameKanishka Roy
 Comapany NamePlum Acquisition Corp. I
 March 26, 2024 Page 4
 FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
March 26, 2024
Page 4
Subscription Agreements, page F-37
12.We note your revised disclosures in response to prior comment 12; however, it is not clear
how the amounts paid to the Sponsor total $2,359,975 or how the Founder Shares the
Sponsor has agreed to assign to the Investors total 1,341,140 as disclosed on page F-39. In
your response, please include a reconciliation of the total amounts paid to the Sponsor and
the number of shares the Sponsor has agreed to assign by each transaction, and revise your
disclosures as necessary.
Note 12 - Subsequent Events, page F-54
13.You disclose several events that occurred in 2023 and appear to refer to Veea Inc. and
Subsidiaries as "the Company". Please revise to move these disclosures to the appropriate
notes within the Veea financial statements or explain why they are included here.
Veea Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8 - Stockholders' Equity, page F-76
14.You disclose on page F-62 proceeds from prepaid investor subscriptions totaling
$2,048,776. Please revise here, or where applicable, to disclose what this relates to and the
terms of the transaction(s).
15.You disclose that the company received approximately $23 million in cash and other
consideration from the sale of Series A-2 Preferred Stock including the conversion of debt
and other outstanding obligations. Revise to specifically disclose the amount of cash
received separate from “other consideration” and ensure such amount is consistent with
disclosures on page F-62, the disclosures in the pro forma financial information, as well as
on page 228.
Annex K, page K-1
16.We note your response to prior comment 16 and continue to believe the representation
letter is required to be filed. To the extent you continue to believe the filing of the
representation letter is not required, please provide a detailed legal analysis supporting this
belief.
17.We note your response to prior comment 17 and the revisions to Annex K. However, page
127 was not revised, and it still states "Houlihan Capital concluded that the consideration
to be issued, paid or exchanged to Plum shareholders in the Business Combination is fair
from a financial point of view to Plum shareholders and the Business Combination is fair
from a financial point of view to Plum shareholders that are unaffiliated with the Plum’s
Sponsor." Please provide a revised letter or advise.

 FirstName LastNameKanishka Roy
 Comapany NamePlum Acquisition Corp. I
 March 26, 2024 Page 5
 FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
March 26, 2024
Page 5
            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-551-3574 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Crandall