SecProbe.io

CORRESP
1
filename1.htm

May 8, 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. 3 to Registration Statement on Form S-4

    Filed April 30, 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 May 3, 2024 (the “Comment Letter”),
with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-4 filed on April 30, 2024 (the “Amendment
No. 3”). 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. 4 to the Registration Statement on Form S-4 (the “Amendment
No. 4”), reflecting, as appropriate, the responses to the Staff’s comments contained herein. Amendment No. 4 also includes
other changes that are intended to update, clarify and render more complete the information contained therein.

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages xxii, 77, and 162 of Amendment No. 4 to clarify that, while it may be possible
that the Domestication will be treated as an F reorganization under Section 368(a)(1)(F) of the Code, it is uncertain whether the Domestication
will qualify as a tax-free reorganization.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 225, 228, and F-89 of Amendment No. 4, including the pro forma financial information, to make clear that the sale of the preferred stock has continued
past December 31, 2023 and to clarify the amounts that were raised on or prior to December 31, 2023 and the amounts that were raised subsequent
to such date.

If you have questions or require any additional
information, please telephone the undersigned at (212) 918-3267 or John Duke at (267) 675-4616.

    Sincerely,

    By:
    /s/ Richard Aftanas

    Richard Aftanas

Via email:

    cc:

    Kanishka Roy, Plum Acquisition Corp. I

    Stuart Neuhauser, Ellenoff Grossman & Schole LLP

    Matthew Gray, Ellenoff Grossman & Schole LLP

    Jonathan Deblinger, Ellenoff Grossman & Schole LLP