Plum Acquisition Corp. III Enters Definitive Agreement, Faces Delisting Notice

TL;DR

PLMJ signed a deal but might get delisted. Big changes ahead.

AI Summary

Plum Acquisition Corp. III (PLMJ) announced on January 27, 2025, that it entered into a material definitive agreement. The company also provided notice of delisting or failure to satisfy continued listing rules, and filed financial statements and exhibits. Plum Acquisition Corp. III, formerly Alpha Partners Technology Merger Corp., is a blank check company.

Why It Matters

This filing indicates significant corporate actions for Plum Acquisition Corp. III, including a new agreement and potential delisting, which could impact its shareholders and future operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules presents a significant risk to the company's ongoing operations and shareholder value.

Key Numbers

• 11.50 — Warrant Exercise Price (This is the price at which redeemable warrants can be exercised.)

Key Players & Entities

• Plum Acquisition Corp. III (company) — Filer of the 8-K
• Alpha Partners Technology Merger Corp. (company) — Former name of Plum Acquisition Corp. III
• 20250127 (date) — Date of material definitive agreement and notice
• 0001213900-25-008041 (document_id) — Accession number for the filing

FAQ

Key Financial Figures

• $0.0001 — ncluded as part of the Units, par value $0.0001 per share PLMJF OTC Pink Redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share PLMWF OTC Pink Units, e

Filing Documents

• ea0229160-8k425_plumacq3.htm (8-K) — 51KB
• ea022916001ex2-1_plumacqu3.htm (EX-2.1) — 24KB
• 0001213900-25-008041.txt ( ) — 308KB
• plmj-20250127.xsd (EX-101.SCH) — 4KB
• plmj-20250127_def.xml (EX-101.DEF) — 27KB
• plmj-20250127_lab.xml (EX-101.LAB) — 37KB
• plmj-20250127_pre.xml (EX-101.PRE) — 26KB
• ea0229160-8k425_plumacq3_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 28, 2025, Plum Acquisition Corp. III, a Cayman Islands exempted company ("Plum"), and Tactical Resources Corp., a corporation formed under the Laws of the Province of British Columbia ("Tactical"), entered into Amendment No. 2 (the "Amendment") to the Business Combination Agreement, dated as of August 22, 2024 (as amended, the "Business Combination Agreement"), by and among Plum, Tactical, Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia ("Pubco"), and Plum III Amalco Corp., corporation formed under the Laws of the Province of British Columbia. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Business Combination Agreement. The Amendment provides that certain recently issued convertible debentures of Tactical (and future issuances of convertible debentures by Tactical, if any, to the extent permitted under the Business Combination Agreement) shall be subject to the same terms under the Business Combination Agreement, and shall be subject to the same treatment upon closing of the business combination contemplated by the Business Combination Agreement (the "Business Combination"), as certain existing convertible debentures issued by Tactical and already subject to the terms of the Business Combination Agreement. A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously announced, Plum's Class A ordinary shares, warrants and units were subject to delisting under the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq") if Plum did not regain compliance with such rules prior to or on January 27, 2025. As a result, after market close on January 27, 2025, trading in Plum's securities was suspended on Nasdaq with immediate effect. A Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will terminate the listing of the Company's securities on Nasdaq. On January 28, 2025, Plum Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. Plum's Class A ordinary shares, warrants and units are listed under the symbols "PLMJF", "PLMWF", and "PLMUF", respectively. Additional Information and Where to Find It In connection with the Business Combination, the parties have prepared, and Pubco has filed with the SEC, a registration statement on Form F-4 (the "Registration is declared effective, Plum will mail the Registration Statement containing a definitive proxy statement/prospectus relating to the Business Combination to its shareholders and Tactical will prepare and mail an information circular relating to the Business Combination to its shareholders. This Current Report does not contain all of the information that should be considered concerning the Business Combination and is not a substitute for any proxy statement, registration statement, proxy statement/prospectus, information circular or other documents Plum, Pubco or Tactical may file with the SEC or the Canadian Securities Administrators (the "CSA") from time to time in connection with the Business Combination. INVESTORS AND S

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "potential," "predict," "may," "might," "could," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions and each of their respective negative forms. These forward-looking the completion or benefits of the Business Combination or the likelihood or ability of the parties to successfully complete the Business Combination; expectations with respect to future operating and financial results for Pubco, Plum and Tactical; and the expected ownership structure of Pubco. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Tactical's and Plum's management, and are not predictions of actual performance or results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. 2

Forward-looking statements

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to inherent risks and uncertainties that may cause Plum's, Pubco's or Tactical's activities or results to differ significantly from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political and legal conditions; (b) the likelihood of completion of the Business Combination, including the risk that the Business Combination may not close due to one or more closing conditions set forth in the definitive written agreement providing for the Business Combination not being satisfied or waived on a timely basis or otherwise, or that the required approvals of the shareholders of the parties, or any applicable regulatory approvals, may not be obtained; (c) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Plum's or Tactical's securities; (d) the outcome of any legal proceedings that may be instituted against the parties, or any of their respective directors or executive officers, following the announcement of the Business Combination; (e) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining applicable regulatory approvals for the Business Combination; (f) failure to realize the anticipated benefits of the Business Combination; (g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the parties; (h) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the Business Combination; (i) the ability of Pubco to meet stock exchange listing standards following the consummation of the Business Combination; (j) t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Amendment No. 2 to the Business Combination Agreement, dated January 28, 2025, by and between Plum Acquisition Corp. III and Tactical Resources Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLUM ACQUISITION CORP. III Date: January 29, 2025 By: /s/ Kanishka Roy Name: Kanishka Roy Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR