SecProbe.io

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 A.G.P. / Alliance Global Partners

 590 Madison Ave., 28th Floor

 New York, NY 10022

 August 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Veea Inc.
 Registration Statement on Form S-1
 Initially filed on July 23, 2025, as amended
 File No. 333-288878 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, A.G.P / Alliance Global Partners as sole Placement Agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:15 p.m. Eastern Time on Tuesday,
August 12, 2025 or as soon thereafter as practicable.

 Very truly yours,

 A.G.P / Alliance Global Partners

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

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 VEEA INC.

 164 E. 83rd Street

 New York, NY 10028

 August 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Re:
 Veea Inc.

 Registration Statement on Form S-1

 Initially filed July 23, 2025, as amended

 File No. 333-288878

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Veea Inc., hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form S-1 so that it will become effective at 4:15 p.m., Eastern Time, on Tuesday, August 12, 2025 (the " Effective
Time "). The Company hereby grants to Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP the authority to communicate
to the staff of the U.S. Securities and Exchange Commission one or more requests for any potential deferral of the Effective Time.

 Very truly yours,

 /s/ Allen Salmasi

 Allen Salmasi

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Allen Salmasi
Chief Executive Officer
Veea Inc.
164 E. 83rd Street
New York, NY 10028

 Re: Veea Inc.
 Draft Registration Statement on Form S-1
 Submitted July 7, 2025
 CIK No. 0001840317
Dear Allen Salmasi:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rule 461
regarding
requests for acceleration. We remind you that the company and its management
are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jonathan Deblinger
</TEXT>
</DOCUMENT>

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VEEA INC.

164 E. 83rd Street

New York, NY 10028

January 14, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Veea Inc.

    Registration Statement on Form S-1

    File No. 333-283775

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Veea Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:30 p.m. ET on January 15, 2025, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Janice K. Smith

    Janice K. Smith

    Interim Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

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VEEA INC.

164 E. 83rd Street

New York, NY 10028

January 14, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Veea Inc.

    Registration Statement on Form S-1

    File No. 333-283666

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Veea Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:30 p.m. ET on January 15, 2025, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Janice K. Smith

    Janice K. Smith

    Interim Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

December 16, 2024
Allen Salmasi
Chief Executive Officer
VEEA INC.
164 E. 83rd Street
New York, NY 10028
Re:VEEA INC.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283775
Dear Allen Salmasi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Plum Acquisition Corp. I

2021 Fillmore St. #2089

San Francisco, California 94115

(415) 683-6773

May 13, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 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, as amended

    File No. 333-276411

Ladies and
Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Plum Acquisition Corp. I hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on Monday, May 13, 2024, or as soon as practicable thereafter.

    Sincerely,

    /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

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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

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

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April 30, 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. 2 to Registration Statement on Form S-4

    Filed April 5, 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
April 19, 2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 2 to Registration Statement
on Form S-4 filed on April 5, 2024 (the “Amendment No. 2”). 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. 3 to the Registration Statement on Form S-4 (the “Amendment No. 3”), reflecting, as appropriate, the responses
to the Staff’s comments contained herein. Amendment No. 3 also includes other changes that are intended to update, clarify and render
more complete the information contained therein.

Amendment No. 2 to Form S-4 filed April 5, 2024

Risk Factors

Plum has identified material weaknesses in its internal control
over financial reporting, page 76

    1.
    As previously requested in prior comment 1, revise to disclose that the material weakness resulted in ineffective disclosure controls and procedures and internal control over financial reporting.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 76 of Amendment No. 3 to disclose that Plum’s material weakness resulted
in ineffective disclosure controls and procedures and internal control over financial reporting.

Material U.S. Federal Income Tax Consequences, page 160

    2.
    We note the revisions made in response to prior comment 3. We also note that you continue to begin this discussion with a statement that the “Domestication generally should qualify as an F reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes.” To the extent you continue to include this language, you must obtain a legal opinion supporting such a conclusion. Otherwise, revise this disclosure to clearly state 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 and 162 of Amendment No. 3 to clarify that, although the parties intend
that the Domestication 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.

Unaudited Pro Forma Condensed Combined Financial Information

Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet as of December 31, 2023, page 185

    3.
    We note your revised disclosures in adjustment “I” still states that this adjustment reflects the receipt of cash and other consideration. As previously requested, since the adjustment appears to only reflect 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 be consistent with the adjustment reflected. In this regard, we note that the receipt of cash is already reflected in the December 31, 2023 historical amounts.

Response: In response to the Staff’s
comment, the Company has revised the disclosures on page 184 of Amendment No. 3.

Veea’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources, page 228

    4.
    We note your revised disclosure in response to prior comment 8. Please further revise to state the amount of debt outstanding as of December 31, 2023, when the various obligations are due and those that are in default, consistent with your disclosures on pages F-74 and F-89. Also, explain how you believe you have sufficient liquidity to fund operations for the next 12 months through cash on hand and the amounts available for borrowing under your working capital facility, considering you have approximately $6 million in cash but over $21 million in debt outstanding, $9 million of which is in default and the remaining amount is due June 30, 2024. Refer to Item 303(b)(1) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosures on pages 225 and 228 of Amendment No. 3.

Annex K, page K-1

    5.
    We note your response to prior comment 16 and continue to evaluate your response.

Response: The Company acknowledges
the Staff’s comment.

*****

    2

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

3

United States securities and exchange commission logo
April 19, 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. 2 to Registration Statement on Form S-4
Filed April 5, 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 March 26, 2024 letter.
Amendment No. 2 to Form S-4 filed April 5, 2024
Risk Factors
Plum has identified material weaknesses in its internal control over financial reporting..., page 76
1.As previously requested in prior comment 1, revise to disclose that the material weakness
resulted in ineffective disclosure controls and procedures and internal control over
financial reporting.
Material U.S. Federal Income Tax Consequences..., page 160
2.We note the revisions made in response to prior comment 3.  We also note that you
continue to begin this discussion with a statement that the "Domestication generally
should qualify as an F reorganization within the meaning of Section 368(a)(1)(F) of the
Code for U.S. federal income tax purposes."  To the extent you continue to include this
language, you must obtain a legal opinion supporting such a conclusion.

 FirstName LastNameKanishka Roy
 Comapany NamePlum Acquisition Corp. I
 April 19, 2024 Page 2
 FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
April 19, 2024
Page 2
Otherwise, revise this disclosure to clearly state 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.
Unaudited Pro Forma Condensed Combined Financial Information
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
December 31, 2023, page 185
3.We note your revised disclosures in adjustment "I" still states that this adjustment reflects
the receipt of cash and other consideration. As previously requested, since the
adjustment appears to only reflect 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
be consistent with the adjustment reflected. In this regard, we note that the receipt of cash
is already reflected in the December 31, 2023 historical amounts.
Veea' s Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 228
4.We note your revised disclosure in response to prior comment 8. Please further revise to
state the amount of debt outstanding as of December 31, 2023, when the various
obligations are due and those that are in default, consistent with your disclosures on pages
F-74 and F-89. Also, explain how you believe you have sufficient liquidity to fund
operations for the next 12 months through cash on hand and the amounts available for
borrowing under your working capital facility, considering you have approximately $6
million in cash but over $21 million in debt outstanding, $9 million of which is in default
and the remaining amount is due June 30, 2024. Refer to Item 303(b)(1) of Regulation S-
K.
Annex K, page K-1
5.We note your response to prior comment 16 and continue to evaluate your response.
            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:       John P. Duke

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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.

    2

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.

    3

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.

    4

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*

    5

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

United States securities and exchange commission logo
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

CORRESP
1
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

United States securities and exchange commission logo
February 1, 2024
Kanishka Roy
Chief Executive Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, California 94115
Re:Plum Acquisition Corp. I
Registration Statement on Form S-4
Filed January 5, 2024
File No. 333-276411
Dear Kanishka Roy:
            We have reviewed your 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.
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."
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,

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disclose the amount of revenue generated and net loss incurred for each period presented.
Similar revisions should be made on pages 211 and 225.
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.
4.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
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.
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.

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

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 FirstName LastName
Kanishka Roy
Plum Acquisition Corp. I
February 1, 2024
Page 3
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.
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.
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.
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.
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.

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 FirstName LastName
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Plum Acquisition Corp. I
February 1, 2024
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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. Similar clarifications should be made in the Subsequent
Events Note on page F-32, as needed, to be consistent with other disclosures.
Veea Inc. and Subsidiaries
Consolidated Balance Sheets
As of September 30, 2023 and 2022, page F-57
13.Please revise to include the balance sheet as of December 31, 2022. Further, the balance
sheet as of September 30, 2022 need not be provided unless it is necessary for an
understanding of the impact of seasonal changes on the company’s financial condition.
Please explain to us why such period is included or consider removing. Refer to Rule 10-
01(c)(1) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-63
14.Revise to clarify, if true, that all the revenue recorded represents revenue earned on paid
pilots for field trials of your products, consistent with your disclosures on page 227.
Similar clarification should also be made on page F-90, if true.
Note 10 - Other Income, page F-75
15.We note you classified amounts received for the license of AdEdge and reimbursement of
expenses incurred by the company in connection with the design development and testing
of AdEdge as other income. Please tell us the accounting guidance you considered in
determining the classification. In this regard, based on your disclosures on pages 212 and
216, it would appear this platform could be considered part of the offerings you have or
will make available to customers. Further, we note you disclose this is not “core” to your
sales activity. If true, tell us whether or how this platform will be used as part of your
operations.
Annex K, page K-3
16.Please file the representation letter with forecasted financial information of Veea prepared
by Target Management (the “Forecast”) set forth in a letter, dated December 21, 2023

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February 1, 2024
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referenced in the Fairness opinion.
17.On page 129, you disclose that “Houlihan Capital concluded that, as of the date of the
Opinion and based upon and subject to the assumptions, conditions and limitations set
forth in the written Opinion, the consideration to be issued, paid or exchanged to Plum’s
shareholders in the Business Combination is fair from a financial point of view to Plum’s
shareholders and the Business Combination is fair from a financial point of view to
Plum’s shareholders that are unaffiliated with Plum’s Sponsor” (emphasis added).
However, the opinion provided in Annex K appears to only opine on the fairness of the
transaction to Unaffiliated Shareholders (in other words, it does not appear to separately
opine on the fairness of the transaction to all Plum shareholders).  Please revise your
discussions of the fairness opinion to clarify whether the opinion does opine on the
fairness of the transaction to all Plum shareholders, and if it does, please highlight in your
response the corresponding language in the opinion.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
August 29, 2023
Kanishka Roy
Co-Chief Executive Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, CA 94115
Re:Plum Acquisition Corp. I
Preliminary Proxy Statement on Schedule 14A
Filed August 11, 2023
File No. 001-40218
Dear Kanishka Roy :
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Philip C. McDermott, Esq.

CORRESP
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    Brownstein Hyatt Farber Schreck, LLP

    303.223.1100 main

    675 Fifteenth Street, Suite 2900

    Denver, Colorado 80202

    August 25, 2023
    Philip C. McDermott

Attorney at Law

303.223.1220 direct

    pmcdermott@bhfs.com

United States Securities and Exchange Commission

 Division
of Corporation Finance

Office of Real Estate and Construction

 Attention: Catherine
De Lorenzo and Dorrie Yale

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Plum Acquisition Corp. I

    Preliminary Proxy Statement on Schedule 14A

Filed August 11, 2023

    File No. 001-40218

Ladies and Gentleman:

On behalf of our client,
Plum Acquisition Corp. I (“Plum” or the “Company”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) received by letter dated August 18, 2023, concerning Plum’s preliminary proxy statement on
Schedule 14A filed with the Commission on August 11, 2023 (the “Preliminary Proxy Statement”).

In connection with the submission of this letter, Plum
is filing Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”). The Amended
Preliminary Proxy Statement reflects revisions made to the Preliminary Proxy Statement in response to the comments of the Staff and the
updating of other information.

In this letter, we have
recited the comment from the Staff in italicized, bold type and have followed the comment with Plum’s response. Unless
otherwise noted, the page numbers in the headings below refer to pages in the Preliminary Proxy Statement. Defined terms used in
this letter but not otherwise defined have the meaning given to them in the Amended Preliminary Proxy Statement.

www.bhfs.com

United States Securities and Exchange Commission

August
25, 2023

Page 2

Preliminary Proxy Statement on Schedule 14A filed August
11, 2023

Risk Factors

Applicable listing
standards of the Nasdaq Stock Market LLC (“Nasdaq”) may prevent the Company from exercising each monthly extension . .
., page 3

 1. We note that you are seeking to extend your termination date
to December 18, 2023, with the option to extend by one-month intervals an additional 6 months to June 18, 2024, a date which is 39 months
from your initial public offering. We also note your disclosure here that Section IM-5101-2(b) of the NASDAQ Listing Rules requires that
a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO
registration statement, and that you “may not seek to exercise an otherwise-permissible one-month extension under the Articles
Extension if doing so would cause [you] to be in violation of applicable listing standards of the NASDAQ,” and that therefore,
you may not extend the termination date beyond March 18, 2024. Please revise to clarify your statements, and to provide investors
with additional context regarding the statement that you may not extend the termination date beyond 36 months from your initial public
offering. Please also revise to explain that the new termination date does not comply with this Nasdaq rule, including that your securities
may be subject to suspension and delisting from Nasdaq.

Plum has revised the Risk Factors section of the
Amended Preliminary Proxy Statement to further clarify Plum’s statements. In addition, we have included further clarification
regarding the statement that any extensions following December 18, 2023, will be in the discretion of Plum’s board, and that
the board may voluntarily elect not to extend the termination date to a date beyond 36 months from Plum’s initial public
offering. Plum has further added a statement that, if the Board elects to extend the termination date to a date beyond 36 months
from Plum’s initial public offering, Plum will be in violation of NASDAQ listing standards, which could result in, inter
alia, suspension or delisting.

If the Staff has any questions or comments concerning
the foregoing, or requires any further information, please contact me at (303) 223-1220 or pmcdermott@bhfs.com

Sincerely,

  Philip C. McDermott

cc: Plum Acquisition Corp. I

Kanishka Roy

United States securities and exchange commission logo
August 18, 2023
Kanishka Roy
Co-Chief Executive Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, CA 94115
Re:Plum Acquisition Corp. I
Preliminary Proxy Statement on Schedule 14A
Filed August 11, 2023
File No. 001-40218
Dear Kanishka Roy :
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors
Applicable listing standards of the Nasdaq Stock Market LLC (“Nasdaq”) may prevent the
Company from exercising each monthly extension. . ., page 3
1.We note that you are seeking to extend your termination date to December 18, 2023, with
the option to extend by one-month intervals an additional 6 months to June 18, 2024, a
date which is 39 months from your initial public offering. We also note your
disclosure here that Section IM-5101-2(b) of the NASDAQ Listing Rules requires that a
special purpose acquisition company must complete one or more business combinations
within 36 months of the effectiveness of its IPO registration statement, and that you "may
not seek to exercise an otherwise-permissible one-month extension under the Articles
Extension if doing so would cause [you] to be in violation of applicable listing standards
of the NASDAQ," and that therefore, you may not extend the termination date beyond
March 18, 2024. Please revise to clarify your statements, and to provide investors with
additional context regarding the statement that you may not extend the termination

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 August 18, 2023 Page 2
 FirstName LastName
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August 18, 2023
Page 2
date beyond 36 months from your initial public offering. Please also revise to explain that
the new termination date does not comply with this Nasdaq rule, and disclose the risks of
your non-compliance with this rule, including that your securities may be subject to
suspension and delisting from Nasdaq.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Philip C. McDermott, Esq.

United States securities and exchange commission logo
September 13, 2022
Michael Dinsdale
Chief Financial Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco , California 94115
Re:Plum Acquisition Corp. I
Form 10-K for the year ended December 31, 2021
Filed April 22, 2022
File No. 001-40218
Dear Mr. Dinsdale:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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CORRESP

 Plum Acquisition Corp. I

2021 Fillmore St. #2089

San Francisco, California 94115

September 12, 2022

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

Washington, D.C. 20549

 Attention: Paul Cline and Wilson Lee

Re:

Plum Acquisition Corp. I
Form 10-K for the year ended December 31, 2021
Filed on April 22, 2022
File
No. 001-40218

 Dear Mr. Cline and Mr. Lee:

Plum Acquisition Corp. I (the “Company”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission, dated August 23, 2022. For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the
Company’s response.

 Form 10-K for the year ended December 31, 2021

General

1.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such
as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that the
Company’s sponsor, Plum Partners, LLC, is a Delaware limited liability company, and is neither controlled by, nor does it have substantial ties with, any non-U.S. person.

* * *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 September 12, 2022

Page 2

 We thank the Staff in advance for its consideration of the foregoing. If you have any
questions related to this letter, please contact Peter S. Seligson of Kirkland & Ellis LLP at (212) 446-4756.

 Sincerely,

 /s/ Kanishka Roy

 Name: Kanishka Roy

Title:   President and Co-Chief Executive
Officer

 Via E-mail:

cc:
 Peter S. Seligson

Kirkland & Ellis LLP

United States securities and exchange commission logo
August 23, 2022
Michael Dinsdale
Chief Financial Officer
Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco , California 94115
Re:Plum Acquisition Corp. I
Form 10-K for the year ended December 31, 2021
Filed April 22, 2022
File No. 001-40218
Dear Mr. Dinsdale:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameMichael  Dinsdale
 Comapany NamePlum Acquisition Corp. I
 August 23, 2022 Page 2
 FirstName LastName
Michael  Dinsdale
Plum Acquisition Corp. I
August 23, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Paul Cline at 202-551-3851 or Wilson Lee at 202-551-3468 if you have
questions regarding our comment.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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CORRESP

 Goldman Sachs & Co. LLC

200 West Street

 New York, New York 10282-2198

March 11, 2021

 VIA EMAIL & EDGAR

Office of Technology

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Washington, D.C. 20549-3561

 Re: Plum Acquisition Corp. I (the
“Company”)

 Registration Statement on Form S-1 (Registration
No. 333-253331)

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, for itself and as representatives of any other underwriters, hereby joins the request of Plum Acquisition Corp. I that the effectiveness for the above-captioned Registration Statement on Form S-1
(as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on March 15, 2021, or as soon thereafter as practicable, or at
such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of
the Company’s Preliminary Prospectus dated February 19, 2021:

(i)
 Dates of distribution: March 10, 2021

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 1

(iii)
 Number of prospectuses expected furnished to underwriters, dealers, institutions and others: approximately
2,250

 We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by
the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

GOLDMAN SACHS & CO. LLC

Acting on behalf of itself and the several Underwriters

Goldman Sachs & Co. LLC

By:

 /s/ Olympia McNerney

Name:

Olympia McNerney

Title:

Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
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CORRESP

 Plum Acquisition Corp. I

2021 Fillmore St. #2089

San Francisco, California 94115

March 11, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Re:      Plum Acquisition Corp. I

Registration Statement on Form S-1

File No. 333-253331

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Plum Acquisition Corp. I (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on March 15, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

 Please contact Peter
Seligson, of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4756, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns
regarding this matter.

Sincerely,

 /s/ Kanishka Roy

 Kanishka Roy

 President

CORRESP
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CORRESP

 Plum Acquisition Corp. I

2021 Fillmore St. #2089

San Francisco, California 94115

March 3, 2021

 VIA EDGAR

Julia Griffith

 Attorney-Advisor

Office of Finance

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Re:

Plum Acquisition Corp. I
Registration Statement on Form S-1
Filed on February 19, 2021
File No. 333-253331

 Dear Ms. Griffith:

This letter sets forth responses of Plum Acquisition Corp. I (the “Company”) to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 1, 2021 with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

 The text of the Staff’s comments has
been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the numbered comments
immediately below each numbered comment.

 In addition, the Company has revised the Registration Statement in response to the Staff’s
comments and the Company is concurrently submitting an amendment to the Registration Statement with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses
correspond to page numbers in the Registration Statement, as so amended. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Summary Page 1

1.
 Staff’s Comment: Refer to your disclosure regarding your 2 and 20 pledge on page 3. Please
revise to clarify what you mean when you state that you will donate 2% of your “retained promote” to DEI related causes. Please also clarify how you intend to measure whether you have filled 20% of your board seats with “diverse
candidates with notable ability to add value to our acquired asset” and whether your current board meets that threshold.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3 and 105 to clarify that
certain members of the Sponsor intend to donate 105,000 founder shares to DEI-related causes prior to or in connection with the Company’s initial business combination. Additionally, the Company has
revised the disclosure on pages 3 and 105 to remove the reference to “diverse candidates with notable ability to add value to our acquired asset” and to specify its commitment to filling at least 20% of its board seats with
members who bring gender, racial and/or ethnic diversity and additionally to identify that currently 60% of board seats are filled by candidates who meet this criteria.

 General

2.
 Staff’s Comment: Please ensure that the registration statement is signed by your authorized
representative in the United States.

 Response: The Company respectfully advises the staff that
Clay Whitehead, its Chief Executive Officer and agent for service, is both physically located in the United States and is a United States Citizen.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Peter S. Seligson of Kirkland & Ellis LLP at (212) 446-4756, respectively.

 Sincerely,

 /s/ Clay Whitehead

 Name:  Clay Whitehead

Title:    Chief Executive Officer

 Via E-mail:

cc:
 Peter S. Seligson

 Kirkland & Ellis LLP

United States securities and exchange commission logo
March 1, 2021
Clay Whitehead
Chief Executive Officer
Plum Acquisition Corp. I
339 Seaview Ave. Piedmont, California 94610
Piedmont, California 94610
Re:Plum Acquisition Corp. I
Registration Statement on Form S-1
Filed February 19, 2021
File No. 333-253331
Dear Mr. Whitehead:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Summary, page 1
1.Refer to your disclosure regarding your 2 and 20 pledge on page 3.  Please revise to
clarify what you mean when you state that you will donate 2% of your "retained promote"
to DEI related causes.  Please also clarify how you intend to measure whether you have
filled 20% of your board seats with "diverse candidates with notable ability to add value
to our acquired asset" and whether your current board meets that threshold.
General
2.Please ensure that the registration statement is signed by your authorized representative in
the United States.

 FirstName LastNameClay Whitehead
 Comapany NamePlum Acquisition Corp. I
 March 1, 2021 Page 2
 FirstName LastName
Clay Whitehead
Plum Acquisition Corp. I
March 1, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance