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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,
 Kanishka Roy
FirstName LastNameKanishka   Roy
Plum Acquisition Corp. I
Comapany1,NamePlum
February   2024      Acquisition Corp. I
February
Page 2 1, 2024 Page 2
FirstName LastName
         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
 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
FirstName LastNameKanishka Roy
       the settlement of the liability and related balances. As part of our
response, include
Comapany    NamePlum
       references       Acquisition
                   and analysis of theCorp. I accounting literature followed or
that you intend to
                                        specific
       follow.
February  1, 2024 Page 3
FirstName LastName
 Kanishka Roy
FirstName LastNameKanishka   Roy
Plum Acquisition Corp. I
Comapany1,NamePlum
February   2024      Acquisition Corp. I
February
Page 4 1, 2024 Page 4
FirstName LastName
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
 Kanishka Roy
Plum Acquisition Corp. I
February 1, 2024
Page 5
       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,
FirstName LastNameKanishka Roy
                                                              Division of
Corporation Finance
Comapany NamePlum Acquisition Corp. I
                                                              Office of
Technology
February 1, 2024 Page 5
cc:       David Crandall
FirstName LastName
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