PLUM ACQUISITION CORP. I Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in the definitive proxy statement filed by
In addition, in the event that the Company has not consummated an initial
business combination ("Business Combination") by the Articles Extension Date
(defined below), without approval of the Company's public shareholders, the
Company may, by resolution of the Board, if requested by the Sponsor, and upon
five days' advance notice prior to the applicable Termination Date (as defined
below), extend the Termination Date up to nine times, each by one additional
month (for a total of up to nine additional months to complete a Business
Combination), provided that the Lender will deposit into the Trust Account for
each such monthly extension, the lesser of (A)
Accordingly, on
(a) from time to time, the Company will request funds from the Sponsor for
working capital purposes or for the Sponsor to fund an extension payment
pursuant to the Company's Amended and Restated Memorandum and Articles of
Association (each a "Drawdown Request"). The Sponsor, upon on at least
five (5) calendar days' prior written notice ("Capital Notice"), may
require a drawdown against the Investor's Capital Commitment under a
Drawdown Request (each a "Capital Call");
(b) in consideration of the Capital Calls, Sponsor will transfer 0.75 of a
Class A ordinary share for each dollar the Investor funds pursuant to the
Capital Call(s) (the "Subscription Shares") to the Investor at the
closing of the Business Combination (the "Business Combination Closing").
The Subscription Shares shall be subject to the Lock-Up Period as defined
in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the
"Letter Agreement"). The Subscription Shares shall not be subject to any
additional transfer restrictions or any additional lock-up provisions,
earn outs, or other contingencies and shall promptly be registered
pursuant to the first registration statement filed by the Company or the
surviving entity in relation to the Business Combination;
(c) each member of the Sponsor has the right to contribute any amount
requested under each Drawdown Request ("Sponsor Capital Contribution"),
provided that such Sponsor Capital Contributions will be made on terms no
more favorable than the Investor's Capital Commitment. In addition, the
Company and Sponsor maintain the ability to enter into other agreements
with each other or with other parties which shall provide for funding of
the Company (through the issuance of equity, entry into promissory notes,
or otherwise) outside of Drawdown Requests, provided that the terms of
any such agreement between the Company or Sponsor with each other or any
party or parties will be no more favorable than the terms under this
Agreement;
(d) any amounts funded by the Sponsor to the Company under a Drawdown Request
shall not accrue interest and shall be promptly repaid by the Company to
the Sponsor upon the Business Combination Closing. Following receipt of
such sums from the Company, and in any event within 5 business days of
the Business Combination Closing, the Sponsor or Company shall pay to the
Investor, an amount equal to all Capital Calls funded under the
Subscription Agreement (the "Business Combination Payment"). The Investor
may elect at the Business Combination Closing to receive such Business
Combination Payment in cash or Class A ordinary shares at a rate of 1
Class A ordinary share for each $10 of the Capital Calls funded under the
Subscription Agreement. If the Company liquidates without consummating
the Business Combination, any amounts remaining in the Sponsor or
Company's cash accounts, not including the Company's Trust Account, will
be paid to the Investor within five (5) days of the liquidation; and
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 related to the Subscription Agreement is incorporated by reference into this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description is qualified in its entirety by reference to the amendment to the Articles, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As there were sufficient votes to approve each of the Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal and following
redemptions in connection with the Extension Amendment Proposal and the
Redemption Limitation Amendment Proposal, the Company adheres to the continued
listing requirements of
Holders of 31,771,793 ordinary shares of the Company held of record as of
The voting results for the proposals were as follows:
The Extension Amendment Proposal
For Against Abstain 30,246,146 1,525,647 0
The Redemption Limitation Amendment Proposal
For Against Abstain 30,246,146 1,525,647 0
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In connection with the vote to approve the Extension Amendment Proposal, the
holders of 26,693,416 Class A ordinary shares properly exercised their right to
redeem their shares for cash at a redemption price of
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Amended and Restated Memorandum and Articles of
Association.
10.1 Subscription Agreement dated March 16, 2023 , by and among Plum
Acquisition Corp. I , Plum Partners, LLC , and Polar Multi-Strategy
Master Fund.
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