Plum Acquisition Corp. III

ITEMtem 1A. RISK FACTORSisk Factors

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on July 1, 2024, except as listed below. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Plum expects to extend the time to consummate the Business Combination beyond January 27March 28, 2025, which contravenes Nasdaq rules and, as a result, would lead Nasdaq to suspend trading in Plums securities or lead Plums securities to be delisted from Nasdaq. If Plums securities are delisted from Nasdaq, Plums Class A Ordinary Shares would be deemed a penny stock and Plum would become subject to the requirements of Rule 419 to which it is not currently subject. This may adversely affect the liquidity and trading of its securities and may impact our ability to complete the Business Combination.

Plums Class A Ordinary Shares, units and warrants are listed on Nasdaq. Nasdaq IM-5101-2 requires that Plum, a special purpose acquisition company, complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in the case of Plum, would be July 27, 2024. The Nasdaq Hearings Panel (the Panel) granted Plums request for continued listing provided that on or before January 27, 2025, Plum will demonstrate compliance with all applicable initial listing standards for the Nasdaq Capital Market. If Plum is unable to complete an initial business combination by January 27, 2025 and seeks to extend beyond such 36-month period and 180 day extension permitted by the Panel, such extension would violate Nasdaq IM-5101-2 and the Panels extension. Accordingly, Plum will face immediate suspension and delisting of its securities once it receives a delisting determination letter from Nasdaq after the 180-day extension window ends on January 27, 2025. Pursuant to Nasdaq Rule 5815, as amended, Nasdaq may only reverse its delisting determination if it finds that it made a factual error in applying Nasdaq Rule 5815, as amended. If Nasdaq delists Plums securities from trading on its exchange and Plum is not able to list its securities on another national securities exchange, we expect Plums securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

We also note that if Nasdaq delists Plums securities from trading on its exchange and Plum is not able to list its securities on another national securities exchange, it may affect Plums ability to consummate the Business Combination. The fact that Plums securities are not listed on Nasdaq may . Any of these factors could result in a significant or material adverse effect on our results of opresent certain challenges to listing the post Business Combination combined companys securities on Nasdaq, such as the post Business Combination combined companys ability to meet the listing requirements for Nasdaq, like the minimum per share bid price and the market value of unrestricted publicly held shares.

If Plums securities are delisted from Nasdaq, its Class A Ordinary Shares could become subject to the regulations of the SEC relating to the market for penny stocks. Under Rule 419 of the Securities Act, the term blank check company means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing penny stock, as defined in Rule 3a51-1 under the Exchange Act. Under Rule 3a51-1, the term penny stock means any equity security, unless it fits within certain enumerated exclusions including being listed on a national securities exchange, such as Nasdaq (Rule 3a51-1(a)(2)) (the Exchange Rule). Plum currently relies on the Exchange Rule to not be deemed a penny stock issuer (and consequently a blank check company under Rule 419). If Plum is deemed a blank check company as defined under Rule 419, it may become subject to additional restrictions on the trading of its securities. Among those restrictions is that brokers trading in the securities of a blank check company under Rule 419 adhere to more stringerations or financial condition. Additional risk factors not present rules, including being subject to the depository requirements of Rule 419.

34

The penny stock rules are burdensome and may reduce the trading activity for shares of Plums Class A Ordinary Shares. For example, brokers trading in Plums Class A Ordinary Shares would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customers account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. If Plums Class A Ordinary Shares are a penny stock, these disclosure requirements mly known to us or that we currently deem immaterial may have the effect of reducing the trading activity in the secondary market for Plums Class A Ordinary Shares. If Plums Class A Ordinary Shares are subject to the penny stock rules, the holders of such Class A Ordinary Shares may find it more difficult to sell their shares. This may also result in us no longer being an attractive merger partner if our securities are no longer listed on an exchange, which may impact oalso impair our ability to complete the Bbusiness Combination.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the saleor results of certain securities, which are referred to as covered securities. The Plum Class A Ordinary Shares, Plum Units and Plum Public Warrants qualify as covered securities under such statute. Although the states are preempted from reguloperating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular caseons. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Plums securities were no longer listed on Nasdaq, its securities would not qualify as covered securities under such statute and Plum would be subject to regulation in each state in which it offers its securities, including in connection with our initial business combination, which may make more difficult and costly to complete a business combination. In addition, our shareholders could be prohibited from trading in our securities absent our registration in the state where such shareholder lives. To date we have not registered our securities in any State, and do not currently plan to do so. This may make it difficult or impossible for our shareholders to trade in our securities.

If Plums Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act, Plum may, at Plums option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event Plum so elects, Plum will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event Plum does not so elect, Plum will use commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. In such event, each holder would pay the exercise price in accordance with the terms of the Warrant Agreement by surrendering each such warrant for that number of Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied the excess of the fair market value less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The fair market value shall mean the volume-weighted average price of the Class A Ordinary Shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Exercising the warrants on a cashless basis could have the effect of reducing the potential upside of the holders investment in our company because the warrant holder will hold a smaller number of Class A Ordinary Shares upon a cashless exercise of the warrants they hold than they would have upon a cash exercise. No warrant will be exercisable and Plum will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.e may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.