SecProbe.io

CORRESP
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filename1.htm

March
12, 2024

Division
of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
N.E.

Washington,
DC 20549

 Attention: Melissa
                                            Kindelan

                                                                                Chris
                                            Dietz

Aliya
Ishmukhamedova

Mitchell
Austin

 Re: Plum
                                            Acquisition Corp. I

                                            Registration Statement on Form S-4

                                            Filed January 5, 2024

                                            File No. 333-276411

Ladies and
Gentleman:

On
behalf of Plum Acquisition Corp. I (the “Company”), we submit this letter setting forth the responses of the Company
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in its comment letter dated February 1, 2024 (the “Comment Letter”), with respect to the Company Registration Statement
on Form S-4 filed on January 5, 2024 (the “Registration Statement”). The headings and numbered paragraphs of this
letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate your review, we have reproduced
the text of the Staff’s comments in bold italics below. Concurrently with the submission of this letter, the Company is filing,
via EDGAR, Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), reflecting, as appropriate,
the responses to the Staff’s comments contained herein. The Amended Registration Statement also includes other changes that are
intended to update, clarify and render more complete the information contained therein.

Form S-4
filed January 5, 2024

Cover
page

 1. Disclosure
                                            on page 242 states that you will be a "controlled company" under Nasdaq listing
                                            standards. Please revise to include disclosure on your cover page highlighting the combined
                                            company's status as a "controlled company" under the Nasdaq listing standards,
                                            including disclosure of the individual or group who will be deemed to have control and their
                                            anticipated ownership of the company following the business combination. Additionally, please
                                            include and cross-reference risk factor disclosure and a longer discussion of the exemptions
                                            available to you as a "controlled company."

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure regarding the Company’s
status as a “controlled company” on page 242 of the Registration Statement was included inadvertently. The Company does not
believe that it will be a “controlled company” under the Nasdaq listing standards following the business combination and
has removed the disclosure on page 237 of the Amended Registration Statement accordingly.

Summary
of the Proxy Statement/Prospectus

Veea, page 2

 2. Please
                                            revise your disclosures to state, if true, that revenue has been immaterial for all periods
                                            presented and that any revenue shown represents revenue earned on paid pilots for field trials
                                            of your products, consistent with your disclosures on page 227. Further, disclose the amount
                                            of revenue generated and net loss incurred for each period presented. Similar revisions should
                                            be made on pages 211 and 225.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 2, 210, 224, 226 and 229 of the Amended Registration
Statement regarding the immateriality of Veea’s revenue and the amount of revenue generated and net loss incurred during the periods
presented.

Interests
of Plum's Directors and Executive Officers in the Business Combination, page 15

 3. Please
                                            revise your discussion of the Sponsor's interest to include the loans extended, fees due,
                                            and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.
                                            Provide similar disclosure for the company's officers and directors, if material.

Response:
In response to the Staff’s comment, the Company has revised the disclosure regarding expenses for which the Sponsor and its affiliates
(including the Company’s officers and directors) are entitled to reimbursement on page 16 of the Amended Registration Statement.

 4. We
                                            note that certain shareholders agreed to waive their redemption rights. Please describe any
                                            consideration provided in exchange for this agreement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that such shareholders waived their redemption
rights for no consideration as provided in that certain Letter Agreement between the Company, the Sponsor, and the Company’s officers
and directors dated March 18, 2021, which was filed as Exhibit 10.4 to the Registration Statement.

Risk
Factors

Plum's Initial Shareholders, Veea, Plum's directors, ... may elect to purchase Public Shares prior to the consummation..., page 65

 5. We
                                            note that in connection with the stockholder vote to approve the Business Combination, the
                                            Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate
                                            transactions to purchase shares from stockholders who would have otherwise elected to have
                                            their shares redeemed. Please provide your analysis on how such purchases comply with Exchange
                                            Act Rule 14e-5. Consider Question 166.01 of our Tender Offers and Schedules Compliance and
                                            Disclosure Interpretations.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 65 of the Amended Registration Statement to
detail how, in the event it were to purchase shares from public stockholders for the purpose of voting those shares in favor of a proposed
business combination, such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act.

    2

Business
Combination Proposal, page 129

 6. You
                                            disclose projected 2024 sales of approximately 42,000 VeeaHub units at an average price per
                                            unit of $1,100, or approximately $46 million in sales. Given revenues of $40,359 for the
                                            9 months ended September 30, 2023 and $224,052 for the fiscal year ended December 31, 2022,
                                            please expand your disclosure to address why the change in trends is appropriate and explain
                                            how your assumptions are reasonable.

Make
similar revisions to your discussion of projected gross margin. We note you project a gross margin of 30% — 40% from sales of VeeaHubs®,
and 60 — 80% for license and data subscriptions. Explain whether the projections are in line with historic operating trends. If
not, the disclosure should address why the change in trends is appropriate and why the assumptions are reasonable.

Response:
In response to the Staff’s comment, the Company has revised the disclosure regarding Veea Inc.’s (“Veea”)
projected 2024 sales on page 130 and 131 of the Amended Registration Statement to address the forecasted change in trends and clarify
that its projection of gross margin are in line with Veea’s historical operating trends and, in each case, to discuss the basis
for Veea’s belief as to the reasonableness of these assumptions.

Unaudited
Pro Forma Condensed Combined Financial Information

Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023, page 185

 7. We
                                            note adjustment "I" assumes receipt of $30 million in cash anticipated upon the
                                            sale of New Financing Securities, however, you also note Veea has raised approximately $20
                                            million as of December 31, 2023. Further, you disclose on page 182 that $18 million has been
                                            raised under the New Financing Securities. Please revise here and throughout your filing
                                            to only reflect the actual amount that has been raised to date. Also, revise the other related
                                            disclosures throughout to address the apparent inconsistency between the $18 million and
                                            $20 million.

Response:
In response to the Staff’s comment, the Company has revised the pro formas to include the financial statements of Veea and the
Company as of December 31, 2023. As such the pro formas now include the actual New Financing Securities raised as of December 31, 2023,
and the disclosures regarding Veea’s sales of the New Financing Securities on pages 181, 185, F-64, and F-86 of the Amended Registration
Statement have been revised to ensure consistency in the discussion.

    3

Note
6 - Adjustments and Reclassifications to Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2022, page
186

 8. You
                                            disclose adjustment "DD" reflects the amortization of the debt discount related
                                            to the Subscription Agreements; however, the adjustment is included on the line labeled,
                                            "Change in fair value of subscription liability" on page 180. Please advise. Also,
                                            tell us why this adjustment is included in the December 31, 2022 period. In this regard,
                                            it would appear to represent the removal of the amortization and change in fair value of
                                            the subscription liability and should therefore be reflected in the September 30, 2023 period.

Response:
In response to the Staff’s comment, the Company has updated the pro formas to include the financial statements of Veea and the
Company as of December 31, 2023, and as such the December 31, 2022 figures have been replaced with the December 31, 2023 figures. Adjustment
“DD” is now reflecting the reversal of the interest and amortized debt discount incurred during the year as the subscription
liability is assumed to have been fully settled on January 1, 2023.

Veea's
Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 227

 9. Please
                                            revise to remove the presentation and discussion of results for the three months ended September
                                            30, 2023 and 2022, to be consistent with the periods presented in the financial statements.

Response:
In response to the Staff’s comment, the Company has revised Veea’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations section to remove the presentation and discussion of results for the three months ended September
30, 2023 and 2022.

Liquidity
and Capital Resources, page 231

 10. 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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure regarding its liquidity and capital resources on page
228 of the Amended Registration Statement.

    4

Plum Acquisition
Corp. I

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 2 - Significant Accounting Policies

Subscription Agreement, page F-13

 11. You
                                            disclose that you recorded the fair value of the subscription liability and the related expense
                                            for the subscription agreement. Please tell us how you initially recorded these transactions,
                                            the subsequent accounting for the fair value of the subscription liability and other related
                                            amounts, such as the debt discount, as well as how you intend to account for the settlement
                                            of the liability and related balances. As part of our response, include references and analysis
                                            of the specific accounting literature followed or that you intend to follow.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that in connection with the preparation of the
Company’s financial statements as of December 31, 2023, management determined it should restate its previously reported financial
statements for the period ended March 31, 2023, June 30, 2023, and September 30, 2023. The Company previously accounted for its Subscription
Liability as a liability classified derivative and measuring the financial instrument at fair value at each reporting period with the
change in fair value recorded to earnings, rather than accounting for the subscription agreement (i.e., bundled issuance of a debt instrument
and equity instrument) using the relative fair value method of accounting. As a result, the derivative liability and corresponding debt
discount which was recorded within the condensed consolidated balance sheets was overstated, and the change in fair value which was recorded
within the condensed consolidated statements of operations was also erroneously recorded as an additional (expense) and income during
certain periods.

The
Company intends to settle the obligation by transferring the shares from the Sponsor to Polar Multi Strategy Master Fund (“Polar”)
and with a cash payment to Polar for the loan proceeds advanced under the agreement.

Note 5
- Related Party Transactions

Subscription Agreement, page F-18

 12. Please
                                            revise to clearly disclose the total amounts of cash the Investor has paid to the Sponsor,
                                            the amounts the Sponsor has paid to the company, the amounts outstanding under the "Convertible
                                            Promissory Notes" issued on March 17, 2023 and July 25, 2023, and the number of shares
                                            the Sponsor will transfer at the Closing of the Business Combination, as of the balance sheet
                                            date. Ensure the amounts and numbers are consistent with information disclosed elsewhere,
                                            such as in Note 8 and in the pro forma financial information and adjustments