SEC Comment Letter 0000000000-24-005097 to VEEA INC. (VEEA)
VEEA INC.
Date: May 3, 2024 · CIK: 0001840317 · Accession: 0000000000-24-005097
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File numbers found in text: 333-276411
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United States securities and exchange commission logo
May 3, 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. 3 to Registration Statement on Form S-4
Filed April 30, 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 April 19, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4
Material U.S. Federal Income Tax Consequences...
U.S. Holders
Tax Consequences of the Domestication, page 162
1.We note the revisions made in response to prior comment 2, including that is "intended
that the Domestication qualify as an F Reorganization within the meaning of
Section 368(a)(1)(F) of the Code." To the extent you continue to state that it is the intent
of the parties for the merger to qualify as a tax-free reorganization you must either: (1)
obtain a legal opinion supporting such a conclusion; or (2) revise your current disclosure
to begin the section by clearly stating that it is uncertain whether the domestication will
qualify as a tax-free reorganization. You may then discuss the potential consequences to
shareholders and the company if the reorganization qualifies as tax-free and if it fails to
qualify as tax-free.
FirstName LastNameKanishka Roy
Comapany NamePlum Acquisition Corp. I
May 3, 2024 Page 2
FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
May 3, 2024
Page 2
Veea's Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 227
2.In your revised disclosures on page 228, you state the amount of cash as of December 31,
2023, and that as of March 31, 2024, you "raised an additional $12.5 million" from the
sale of preferred stock. If you sold preferred stock during the three months ended March
31, 2024, please revise your disclosures throughout, including the Subsequent Events
Note on page F-89 and your pro forma financial information, indicating the date(s) of such
issuance, number of shares sold, and amount of cash received. Alternatively, if such sale
occurred prior to December 31, 2023 please revise to indicate that, clarify whether
this sale was part of the private placement disclosed on page F-63, and state, if true, that
no sales have occurred subsequent to December 31, 2023. Similar clarifications should be
made on page 225.
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: Richard Aftanas