Filing Details

Plum Acquisition Corp. III (f/k/a Alpha Partners Technology Merger Corp.)

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

G63290111

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

1	NAMES OF REPORTING PERSONS
	Westchester Capital Management, LLC 27-3790558
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			48,610 shares
		6	SHARED VOTING POWER
			1,195,355 shares
		7	SOLE DISPOSITIVE POWER
			48,610 shares
		8	SHARED DISPOSITIVE POWER
			1,195,355 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,243,965 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.98%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

* Based on 15,582,409 Shares outstanding as of November 17, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2023.

* Based on 15,582,409 Shares outstanding as of November 17, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2023.

* Based on 15,582,409 Shares outstanding as of November 17, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2023.

The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.

* Based on 15,582,409 Shares outstanding as of November 17, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2023.

The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, Inc. on this Schedule 13G.

Item 2(c).

Citizenship

 

Westchester and WCP are organized under the laws of the State of Delaware. Each of Virtus and MF are organized under the laws of the State of Massachusetts.

 

Item 2(d).

Title of Class of Securities

 

The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, $0.0001 par value per share ("Ordinary Shares").

 

Item 2(e).

CUSIP Number

 

The CUSIP number of the Company’s Ordinary Shares is G63290111.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)	☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c)	☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☒  Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
(e)	☒  An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
(f)	☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	☐  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	☐  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)	☐  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
☐  If this statement is filed pursuant to §240.13d-1(c), check this box.

Item 4.

Ownership

 

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Virtus acts as investment adviser to each of MF, MF VL, EDF and CEF.  Westchester acts as sub-advisor to each of MF, MF VL, EDF, CEF, JNL, JARB and PRIN and may be deemed to beneficially own shares of Ordinary Shares held by MF, MF VL, EDF, CEF, JNL, JARB and PRIN.  WCP, as investment adviser to Master Trust, may be deemed to beneficially own shares of Ordinary Shares held by the Master Trust.   Messrs. Behren and Shannon each serve as Co-Presidents of Westchester and WCP.  By virtue of these relationships, Westchester, WCP and Messrs. Behren and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Ordinary Shares, except to the extent of their pecuniary interest therein.  The filing of this Statement shall not be construed as an admission that the Reporting Persons and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2024

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Plum Acquisition Corp. III (f/k/a Alpha Partners Technology Merger Corp.), and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2024.

Dated:  February 14, 2024

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