Correspondence 0001213900-24-030517 from VEEA INC. (VEEA)
VEEA INC.
Date: April 4, 2024 · CIK: 0001840317 · Accession: 0001213900-24-030517
AI Filing Summary & Sentiment
File numbers found in text: 333-276411
Referenced dates: March 26, 2024
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CORRESP
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filename1.htm
April 4, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed March 12, 2024
File No. 333-276411
Ladies and Gentlemen:
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
March 26, 2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 to Registration Statement
on Form S-4 filed on March 12, 2024 (the “Amendment No. 1”). 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. 2 to the Registration Statement on Form S-4 (the “Amendment No. 2”), reflecting, as appropriate, the responses
to the Staff’s comments contained herein. Amendment No. 2 also includes other changes that are intended to update, clarify and render
more complete the information contained therein.
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.
Response: In response to the Staff’s
comment, the Company has added a risk factor addressing Plum’s material weakness and the resulting ineffective disclosure controls
and procedures and internal control over financial reporting on pages 76 and 77 of Amendment No. 2.
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 and balance your disclosure by clearly stating that you may never generate revenue from these early stage negotiations.
Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 131 of Amendment No. 2 regarding the stage
of negotiations between Veea Inc. (“Veea”) and the counterparties to the MOUs and to clarify that Veea may never generate
revenue from such 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.
Response: In response to the Staff’s comment, the Company has revised the
disclosures on pages xxii, 77, and 162 of Amendment No. 2 to (i) clarify that the Company’s tax counsel will not opine on the qualification
of the domestication as a reorganization within the meaning of Section 368(a)(1)(F), (ii) clarify that, as a result, the Company cannot
provide assurances that the domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F), and (iii) describe
the potential consequences to investors of the domestication.
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.
Response: In response to the Staff’s
comment, the Company has revised the disclosures on pages xvii, 11, 26, 176 181, 183, 185, 228, 246, F-63, and F-75 of Amendment No.
2 to provide the amount of funds raised by Veea since December 31, 2023.
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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.
Response: In response to the Staff’s comment, the Company has revised the
footnote on pages xvii, 12, 26, 109, 176, and 183 to explain how the number of shares was derived and clarify that the dollar amount represents the price per share
of New Plum Common Stock used to calculate the amount of shares to be issued to holders of Series A-2 preferred stock.
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.
Response: The Company has revised the date to December
31, 2023, as requested.
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.
Response: In response to the Staff’s comment, the Company has revised the
Unaudited Pro Forma Condensed Combined Balance Sheet on page 177 and 178 of Amendment No. 2 to reflect the receipt of $20 million in cash.
The Company has also revised adjustment “I” to reflect the revisions made to footnote (5) of the table on page 183 of Amendment
No. 2.
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.
Response: In response to the Staff’s comment, the Company has revised the
liquidity and capital resources disclosure on page 228 of Amendment No. 2 to clarify that Veea’s existing cash is sufficient to
fund its operations for the next 12 months.
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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.
Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 209 of Amendment No. 2 to clarify that references to the convertible promissory notes refer to the convertible promissory
notes issued to Kanishka Roy, the Company’s President and Co-Chief Executive Officer, Mike Dinsdale, the Company’s Co-Chief
Executive Officer, Chief Financial Officer, and Director and Ursula Burns. The convertible promissory notes are accounted for under the
fair value option, but the changes in fair value have been de minimis. The Company will also revise the language in the financial statements
in future filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows to mirror
the changes made on Page 209 of Amendment No. 2 (underlined language indicates new disclosure and deletions are indicated in strike-through):
The Company accounts for its convertible promissory notes issued
to Kanishka Roy, Mike Dinsdale, and Ursula Burns 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. The convertible promissory notes are reported at cost in the consolidated financial statements
as the fair value adjustment associated with the conversion is deemed to be immaterial.
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.
Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff to the fact that the Company evaluated the subscription agreements in question
(the “Subscription Agreements”) under ASC 480-10-25-1 and concluded that the Subscription Agreements contain two freestanding
financial instruments, as follows:
1. issuance of a loan to the Company (the “SPAC Loan”); and
2. issuance of subscription shares (the “Subscription Shares”) to the Investor (as defined
in the relevant Subscription Agreements).
The Company further assessed the Subscription
Agreements under ASC 480-10-25-4 through 25-8 and concluded that the Subscription Agreements does not embody a mandatorily redeemable
financial instrument under ASC 480-10-25-4 through 25-8, due to the fact that the financial instruments included within the Subscription
Agreements are not puttable to the Company.
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The Company further assessed the Subscription
Agreements under ASC 480-10-25-14(a) – (c) and concluded that the Subscription Agreements does not embody a variable-share obligation
under ASC 480-10-25-14(a) – (c) due to the fixed settlement of 0.75 Class A ordinary shares for each one dollar ($1) funded.
The Company further assessed the Subscription
Agreements under ASC 815-15-25-1(b) and concluded that the Subscription Agreements is not required to be measured and accounted for at
fair value under US GAAP, and the issuer has not elected to measure and account for the Subscription Agreements at fair value (i.e., the
Company has not elected the Fair Value Option).
The Company further assessed the Subscription Agreements under ASC
815-10-20 and concluded that the Subscription Agreements contains two embedded features, as follows:
1. an optional conversion feature at the option of the Investor; and
2. a redemption feature in the form of an event of default penalty.
The Company assessed the embedded features summarized
above under ASC 815-15-25-1, ASC 815-15-25-23 through 25-51, and ASC 815-40-25-1 through 25-4 and concluded that the embedded features
were either clearly and closely related to the host contract, were not representative of a derivative pursuant to ASC 815, and/or met
the derivative scope exception provided by ASC 815-10-15-74(a). Therefore, bifurcation of a single derivative that comprises all of the
fair value of the embedded features was not required under ASC 815.
The Company further assessed the commitment by
the Sponsor to transfer 0.75 Class A ordinary shares for each dollar the Investor funds pursuant to the Capital Call(s) (as defined in
the Subscription Agreements) under the Subscription Agreements to the Investor at the closing of a de-SPAC transaction under SAB Topic
5T. As a result of the assessment under SAB Topic 5T, the Company concluded that the commitment of the Investor to make the capital contributions
to the Sponsor provides a direct benefit to the Company and as a result, the Investor has a right to 0.75 Class A ordinary shares for
each dollar the Investor funds pursuant to the Capital Call(s) under the Subscription Agreements at the time of funding. The Company concluded
that the substance of the transaction is the transfer of the consideration to the Investor, on behalf of the Company, through contributions
by a principal shareholder of the Company.
The Company further assessed the substance of
the Subscription Agreements and concluded that it is representative of the issuance of multiple freestanding financial instruments in
a bundled transaction; therefore, the Company concluded that the proceeds should be allocated based on the relative fair values of the
base instrument (i.e., the SPAC Loan) and the Subscription Shares following the guidance in ASC 470, which was calculated as follows:
Relative Fair Value Allocation Example
Freestanding Instruments
Fair Value
% of
Total
Fair Value
Allocated
Amount
SPAC Loan
$ X
X %
$ X
Subscription Shares
$ X
X %
$ X**
Total
$ X
100 %
$ X*
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As a result of the relative fair value calculation
above, the Company concluded that the fair value of the 0.75 Class A ordinary shares to be measured and accounted for by the Company as
a debt discount. The amortization into interest expense will follow the guidance in ASC 835 with a corresponding increase to additional
paid-in capital to recognize the capital contribution received from the Sponsor.
As requested by the Staff, set forth below are
the relevant journal entries for these transactions.
Journal Entry Recorded at Issuance:
Dr. Cash
$ X
Dr. Discount on Loan – Subscription Shares
$ X **
Cr. Debt Instrument – Loan
$
X*
Cr. Additional paid-in capital – S