Plum Acquisition SEC Filings

Plum Acquisition Corp. III and Tactical Resources discuss their proposed business combination and plan to list Tactical on a senior U.S. exchange through Plum’s SPAC structure. Tactical positions itself as a U.S.-focused rare earth minerals and technology company built around its Peak Project in West Texas, emphasizing American assets, advanced projects that can move into production relatively quickly, and cleaner processing methods.

Management highlights that the existing West Texas mine has operated for decades with infrastructure in place and has generated about 4 million tons of rare-earth-enriched tailings on the surface. They describe a rare direct-to-leach hard rock geology that allows rare earth elements to dissolve in one step without roasting or cracking, which they say supports more modular, scalable processing. The conversation focuses on using public-market capital to advance technical milestones, demonstrate processing results, and build partnerships across the rare earth supply chain while targeting near-term, at-scale U.S. feedstock supply.

Tactical Resources Corp. and Plum Acquisition Corp. III announced that the Form F-4 registration statement for their proposed business combination has been declared effective by the U.S. Securities and Exchange Commission. This clears a key regulatory hurdle for the deal involving Plum, Plum III Merger Corp. (Pubco), Plum III Amalco Corp. and Tactical Resources under their amended Business Combination Agreement.

Tactical Resources has already mailed its management information circular for its annual general and special meeting on December 16, 2025, where shareholders will vote on the plan of arrangement and a related share consolidation. Plum has scheduled a special meeting of its stockholders in New York on December 22, 2025 to vote on the proposed business combination. The transaction is intended to create a U.S.-focused rare earths platform anchored by Tactical’s Peak Project in Texas and remains subject to shareholder, court, stock exchange and other customary approvals.

Plum Acquisition Corp. III announced that Pubco (Plum III Merger Co.) and Tactical Resources entered a standby equity purchase agreement with Yorkville for up to $100,000,000. The financing includes a $7,500,000 pre-paid advance via a convertible note at the business combination closing, a second $2,500,000 pre-paid advance via a non-convertible note upon effectiveness of an initial Form F-1, and a potential third $30,000,000 pre-paid advance via a convertible note at a later agreed time.

The SEPA expires on the earlier of 36 months or full use of the $100,000,000 capacity, and gives Yorkville a 24‑month right of first refusal on any at‑the‑market program. Pubco will file a Form F‑1 within 30 days of closing and seek effectiveness no later than 60 days after filing. Tactical issued a press release announcing the SEPA.

Plum Acquisition Corp. III disclosed a financing arrangement tied to its proposed business combination: Pubco (Plum III Merger Co.) and Tactical Resources Corp. entered a standby equity purchase agreement with Yorkville for up to $100,000,000, plus staged pre‑paid advances. Yorkville will provide a $7,500,000 pre‑paid advance via a convertible promissory note at closing of the business combination, a further $2,500,000 pre‑paid advance via a non‑convertible note when the initial Form F‑1 becomes effective, and up to $30,000,000 may be available as a third pre‑paid advance via a convertible note if agreed by Yorkville and Pubco.

Each pre‑paid advance carries an original issue discount, and additional draws under the equity line are subject to conditions in the SEPA. The SEPA ends on the earlier of 36 months or use of the full $100,000,000. Yorkville also receives a 24‑month right of first refusal on any at‑the‑market program. Pubco will file a Form F‑1 within 30 days after closing to register the SEPA and will use best efforts to have it declared effective as soon as practicable, but no later than 60 days after filing.

Plum Acquisition Corp. III reported a Q3 2025 net loss of $275,968, narrowing from the prior year. Results reflect minimal operating activity typical of a SPAC, with interest income of $6,868 and a $238,541 gain from warrant revaluation.

Redemptions continued to shrink the trust: investments held in the Trust Account were $490,623 at September 30, 2025, down from $25,630,285 at year‑end, tied to Class A shares subject to redemption declining to 42,486. Cash outside the trust was $107,345, warrant liabilities were $2,071,199, and promissory notes due to the sponsor totaled $2,024,867. The company reported a working capital deficit of $4,777,567 and disclosed substantial doubt about its ability to continue as a going concern.

The SPAC extended its deadline to complete a business combination to July 30, 2026 and continues to pursue its merger with Tactical Resources Corp., with amendments allowing a reverse split (up to 25‑for‑1), extending the agreement end date to July 30, 2026, and locking up 80%–85% of consideration shares for six months post‑close. Shares trade on OTC Pink Current; as of October 27, 2025, 907,486 Class A and 7,062,500 Class B shares were outstanding.