Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 03 2023 - 5:08AM
Edgar (US Regulatory)
Filed by Plum Acquisition Corp. I
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Plum Acquisition Corp. I
Commission File No. 001-40218
On March 2, 2023, Kanishka Roy, the Chief Executive Officer of Plum Acquisition Corp. I, which is party to a previously disclosed Business Combination
Agreement with Sakuu Corporation, among other parties, through his LinkedIn account, shared the following post:
On March 2, 2023, Jennifer Ceran, a board member of Plum Acquisition Corp. I, which is party to a
previously disclosed Business Combination Agreement with Sakuu Corporation, among other parties, through her LinkedIn account, shared the following post:
On March 2, 2023, Kelly Wright, a board member of Plum Acquisition Corp. I, which is party to a
previously disclosed Business Combination Agreement with Sakuu Corporation, among other parties, through her LinkedIn and Twitter accounts, shared the following posts:
LinkedIn:
Twitter:
On March 2, 2023, Alok Sama, a board member of Plum Acquisition Corp. I, which is party to a previously
disclosed Business Combination Agreement with Sakuu Corporation, among other parties, through his LinkedIn and Twitter accounts, shared the following posts:
LinkedIn:
Twitter:
On March 2, 2023, Vivian Chow, a Leadership Council member of Plum Acquisition Corp. I, which is party
to a previously disclosed Business Combination Agreement with Sakuu Corporation, among other parties, through her LinkedIn account, shared the following post:
On March 2, 2023, David Sable, a Leadership Council member of Plum Acquisition Corp. I, which is party
to a previously disclosed Business Combination Agreement with Sakuu Corporation, among other parties, through his LinkedIn account, shared the following post:
Additional Information and Where to Find It / Non-Solicitation
In connection with the proposed transaction, Plum intends to file a Registration Statement on Form S-4 (the
Registration Statement) with the SEC, which will include a document that serves as a prospectus and proxy statement of Plum, referred to as a proxy statement/prospectus, and certain related documents, to be used at the meeting of
Plums stockholders to approve the proposed business combination and related matters. The Registration Statement will be sent to the stockholders of Plum. Plum and Sakuu also will file other documents regarding the proposed transaction with the
SEC. Before making any voting decision, investors and security holders of Plum are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Plum and Sakuu through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Plum and Sakuu and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Plums stockholders in connection with the proposed transaction. Information about Plums directors and executive officers and
their ownership of Plums securities is set forth in Plums filings with the SEC. To the extent that holdings of Plums securities have changed since the amounts printed in Plums Registration Statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. A list of the names of such directors and executive officers and information regarding their
interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
These communications do not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or an exemption therefrom.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction
between Sakuu and Plum. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy,
future, opportunity, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions. These
forward-looking statements include, but are not limited to, statements regarding Sakuus expected product offerings, Sakuus ability to produce its products at a commercial level, the availability of equity or debt financing on acceptable
terms, if at all, and the capitalization of Sakuu after giving effect to the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of
Sakuus and Plums management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a
guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are
subject to risks and uncertainties that may cause Sakuus and Plums activities or results to differ significantly from those expressed in any forward-looking statement, including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect Sakuu or the expected benefits of the Proposed Business Combination; failure to obtain the approval of the equity holders of Sakuu or Plum; failure to realize the anticipated benefits of the
Proposed Business Combination; risks related to the rollout of Sakuus business and the timing of expected business milestones; the effects of competition on Sakuus business; supply shortages in the materials necessary for the production
of Sakuus products; delays in construction and operation of production facilities; and the amount of redemption requests made by Plums public equity holders. If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There may be additional risks
that neither Sakuu or Plum presently know or that Sakuu and Plum currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and
uncertainties described in the Risk Factors section of Plums Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on
Form S-4 and other documents filed by Plum from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Sakuu and Plum assume no
obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Sakuu nor Plum gives any assurance that either Sakuu or Plum will achieve its
expectations.
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