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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 7, 2026
PLUM ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-40677 |
|
98-1581691 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2021 Fillmore St. #2089
San Francisco, CA 94115
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (929) 529-7125
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
Pro forma condensed
combined balance sheet of Tactical
As previously disclosed,
on April 7, 2026, Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia (“PubCo”),
Sierra Blanca Quarry, LLC, a limited liability company existing under the laws of the State of Texas, and Tactical Resources Corp., a
corporation incorporated under the laws of the Province of British Columbia (“Tactical”) entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”).
In order to reflect the
pro forma impact of the Asset Purchase Agreement and the transactions thereunder on Tactical, Tactical prepared an unaudited pro forma
condensed consolidated balance sheet as of April 30, 2026 and an unaudited pro forma condensed consolidated income statement as of April
30, 2026. Plum Acquisition Corp. III, a Cayman Islands exempted company (“Plum”) is furnishing a copy of such pro formas as
Exhibit 99.1 of this Current Report on Form 8-K (this “Current Report”). The unaudited pro forma condensed consolidated balance
sheet and income statement are presented for illustrative purposes only and are based on certain assumptions and Tactical’s management’s
current best estimates. Therefore, the unaudited pro forma condensed combined financial information included in this Current Report is
not necessarily indicative of the financial position or results that will be achieved upon the closing of the previously announced business
combination among Plum, Tactical and PubCo (the “Business Combination”). The financial position and results of Tactical after
closing of the Business Combination may differ significantly from those indicated in the unaudited pro forma condensed consolidated financial
information included in this Current Report. You should not rely on the unaudited pro forma condensed combined financial information as
being indicative of the historical financial position or results that would have been achieved had the Business Combination closed as
of April 30, 2026 or the future financial position or results that the post-Business Combination company will achieve. Neither Plum’s
nor Tactical’s auditors have audited, reviewed, compiled or performed any procedures with respect to any of the data included in
the pro formas included in this Current Report and neither Plum’s nor Tactical’s auditors express an opinion or any form of
assurance with respect to the pro forma financial information included in this Current Report.
The information in Item
8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
in any of Plum’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference to this Current Report in such filing.
Forward-Looking Statements
This Current Report 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
statements include, but are not limited to, statements regarding Plum’s and Tactical’s businesses; the expected timing of
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 Current 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.
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 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) the effect of the announcement or pendency of the Business Combination on the market price of securities, business relationships,
operating results, current plans and operations of Plum or Tactical; (k) risks related to the rollout of Tactical’s business and
the timing of expected business milestones; (l) the effects of competition of the Business Combination on Tactical’s or Pubco’s
business and operations; (m) supply shortages in the materials necessary for Tactical’s business; (n) delays in construction and
operation of facilities; (o) the amount of redemption requests made by Tactical’s public shareholders; (p) changes in applicable
laws or regulations; (q) risks relating to the viability of Tactical’s growth strategy, including related capabilities and ability
to execute on its business strategy; (r) the parties’ estimates of growth and projected financial results and meeting or satisfying
the underlying assumptions with respect thereto; (s) the possibility that the parties may be adversely affected by other economic, business,
and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates;
(t) the potential disruption of Tactical’s management’s time from ongoing business operations due to the Business Combination;
(u) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects
of Plum or Tactical; (v) costs related to the Business Combination; and (w) other risks and uncertainties described from time to time
in filings by the parties with the U.S. Securities and Exchange Commission (the “SEC”) or the Canadian Securities Administrators
(the “CSA”), or otherwise made available to interested parties in connection with the Business Combination.
The foregoing list is
not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the parties’ assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause
actual future events to differ materially from the forward-looking statements in this Current Report. There may be additional risks that
neither Plum nor Tactical presently know or that Plum and Tactical currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described
in the “Risk Factors” section of Plum’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents
filed by Plum from time to time with the SEC and by Tactical from time to time with the CSA. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Plum and Tactical assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law. Neither Plum nor Tactical gives any assurance that Pubco or Tactical
will achieve its expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited pro forma condensed combined balance sheet and income statement of Tactical Resources Corp. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 13, 2026 |
By: |
/s/ Kanishka Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
PRO
FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2026
| | |
Tactical
Resources
Corp.
(Historical) | | |
Plum
Acquisition Corp. III
(Historical) | | |
Plum
III Merger Corp.
(Historical) | | |
Transaction
Accounting Adjustments | | |
Pro
forma
Combined | | |
Crushed
Aggregate Inventory Acquisition | | |
True
Up Entry for Recognition of Cash Advance Liability | | |
True
Up Entry for Cash in Trust | | |
True
Up Entry for Settlement of Promissory Note | | |
Elimination
of SPAC Ordinary Shares | | |
Proforma
Shareholders’ Equity Upon Listing | |
| As
of | |
April
30
2026 | | |
March
31,
2026 | | |
March
31,
2026 | | |
1 | | |
2 | | |
3 | | |
4 | | |
5 | | |
6 | | |
7 | | |
8 | |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current
assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash
and cash equivalents | |
| 611,288 | | |
| 438 | | |
| — | | |
| 7,753,742 | | |
| 8,365,468 | | |
| | | |
| (72,480 | ) | |
| 10,058 | | |
| | | |
| | | |
| 8,303,047 | |
| Accounts
receivable | |
| 73,661 | | |
| — | | |
| — | | |
| | | |
| 73,661 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 73,661 | |
| Due
from Merger Co | |
| — | | |
| 27,500 | | |
| — | | |
| | | |
| 27,500 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 27,500 | |
| Inventory | |
| — | | |
| — | | |
| — | | |
| | | |
| — | | |
| 30,000,000 | | |
| | | |
| | | |
| | | |
| | | |
| 30,000,000 | |
| Prepaid
expenses | |
| 87,629 | | |
| 5,625 | | |
| — | | |
| 700,000 | | |
| 793,254 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 793,254 | |
| | |
| 772,578 | | |
| 33,563 | | |
| — | | |
| 8,453,742 | | |
| 9,259,883 | | |
| 30,000,000 | | |
| (72,480 | ) | |
| 10,058 | | |
| — | | |
| — | | |
| 39,197,462 | |
| Non-current
assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash
held in trust account | |
| — | | |
| 497,828 | | |
| — | | |
| (487,770 | ) | |
| 10,058 | | |
| | | |
| | | |
| (10,058 | ) | |
| | | |
| | | |
| — | |
| | |
| — | | |
| 497,828 | | |
| — | | |
| (487,770 | ) | |
| 10,058 | | |
| — | | |
| — | | |
| (10,058 | ) | |
| — | | |
| — | | |
| — | |
| TOTAL
ASSETS | |
| 772,578 | | |
| 531,391 | | |
| — | | |
| 7,965,972 | | |
| 9,269,941 | | |
| 30,000,000 | | |
| (72,480 | ) | |
| — | | |
| — | | |
| — | | |
| 39,197,462 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current
liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
| 6,191,789 | | |
| 4,047,542 | | |
| 99,016 | | |
| 2,990,326 | | |
| 13,328,673 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 13,328,673 | |
| Promissory
note – related party | |
| — | | |
| 2,164,867 | | |
| — | | |
| (1,924,867 | ) | |
| 240,000 | | |
| | | |
| | | |
| | | |
| (240,000 | ) | |
| | | |
| — | |
| Current
portion of convertible notes | |
| 561,919 | | |
| — | | |
| — | | |
| (15,517 | ) | |
| 546,402 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 546,402 | |
| Prepaid
advance liability | |
| — | | |
| — | | |
| — | | |
| 7,500,000 | | |
| 7,500,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 7,500,000 | |
| Cash
advance liability | |
| 73,308 | | |
| — | | |
| — | | |
| 72,480 | | |
| 145,788 | | |
| | | |
| (72,480 | ) | |
| | | |
| | | |
| | | |
| 73,308 | |
| Commitment
fee payable | |
| — | | |
| — | | |
| — | | |
| 2,000,000 | | |
| 2,000,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,000,000 | |
| | |
| 6,827,016 | | |
| 6,212,409 | | |
| 99,016 | | |
| 10,622,421 | | |
| 23,760,862 | | |
| — | | |
| (72,480 | ) | |
| — | | |
| (240,000 | ) | |
| — | | |
| 23,448,382 | |
| Long
term liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant
liabilities | |
| — | | |
| 1,954,739 | | |
| — | | |
| | | |
| 1,954,739 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,954,738 | |
| | |
| — | | |
| 1,954,739 | | |
| — | | |
| — | | |
| 1,954,739 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,954,738 | |
| TOTAL
LIABILITIES | |
| 6,827,016 | | |
| 8,167,148 | | |
| 99,016 | | |
| 10,622,421 | | |
| 25,715,601 | | |
| — | | |
| (72,480 | ) | |
| — | | |
| (240,000 | ) | |
| — | | |
| 25,403,121 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| COMMITMENTS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Class A ordinary shares subject to possible redemption | |
| — | | |
| 497,828 | | |
| — | | |
| (487,770 | ) | |
| 10,058 | | |
| | | |
| | | |
| (10,058 | ) | |
| | | |
| | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| EQUITY | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common
stock | |
| 7,485,696 | | |
| — | | |
| — | | |
| (4,964,629 | ) | |
| 2,521,067 | | |
| 30,000 | | |
| | | |
| 10,058 | | |
| | | |
| 793 | | |
| 2,561,918 | |
| Class
A ordinary shares | |
| — | | |
| 87 | | |
| — | | |
| | | |
| 87 | | |
| | | |
| | | |
| | | |
| | | |
| (87 | ) | |
| — | |
| Class
B ordinary shares | |
| — | | |
| 706 | | |
| — | | |
| | | |
| 706 | | |
| | | |
| | | |
| | | |
| | | |
| (706 | ) | |
| — | |
| Share
subscription received | |
| — | | |
| — | | |
| — | | |
| | | |
| — | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| — | |
| Obligation
to issue shares | |
| 828,132 | | |
| — | | |
| — | | |
| (828,132 | ) | |
| — | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| — | |
| Reserve | |
| 1,142,204 | | |
| — | | |
| — | | |
| 1,940,384 | | |
| 3,082,588 | | |
| 29,970,000 | | |
| | | |
| | | |
| 240,000 | | |
| | | |
| 33,292,588 | |
| Accumulated
deficit | |
| (15,088,139 | ) | |
| (8,134,378 | ) | |
| (99,016 | ) | |
| 1,683,698 | | |
| (21,637,835 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (21,637,835 | ) |
Accumulated
other comprehensive income
(loss) | |
| (422,331 | ) | |
| — | | |
| — | | |
| | | |
| (422,331 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (422,331 | ) |
| TOTAL
EQUITY | |
| (6,054,438 | ) | |
| (8,133,585 | ) | |
| (99,016 | ) | |
| (2,168,679 | ) | |
| (16,455,718 | ) | |
| 30,000,000 | | |
| — | | |
| 10,058 | | |
| 240,000 | | |
| | | |
| 13,794,340 | |
| TOTAL
EQUITY AND LIABILITIES | |
| 772,578 | | |
| 531,391 | | |
| — | | |
| 7,965,972 | | |
| 9,269,941 | | |
| 30,000,000 | | |
| (72,480 | ) | |
| — | | |
| — | | |
| | | |
| 39,197,462 | |
The
pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of April 30, 2026 are as follows:
| 1. | Includes
identical assumptions and adjustments within the effective F-4 filed in November 2025. |
| 2. | Sum
of historical results of each of Plum Acquisition Corp. III as of 3/31/2026, Plum III Merger
Corp. as of 3/31/2026 and Tactical Resource Corp.’s preliminary, unaudited, reviewed balance
sheet as of 4/30/2026 and pro forma adjustments as previously disclosed. |
| 3. | Acquisition
of crushed aggregate inventory – 3,000,000 PubCo shares are issued in exchange for 1,500,000 tons of crushed aggregate. As
consideration is PubCo common shares at a price of $10.00/share, which is the implied price of PubCo common shares at the
Listing/Closing Date per the F-4. The crushed aggregate inventory will be acquired by Tactical Resource Corp.’s newly formed
US subsidiary, Tactical Resources US Corp. This adjustment represents the only transaction for this newly formed subsidiary, and
those no other adjustments, balances, or transactions are reflected in this proforma for the US subsidiary. This transaction
represents $30,000,000 to inventory, $30,000 to Share Capital and $29,970,000 to Reserve. |
| 4. | True-up
entry to reflect the actual balance of the Cash Advance Liability, net of the adjustment
made in the pro forma as disclosed in the effective F-4 filed in November 2025. |
| 5. | True-up
entry to reflect the actual balance of the Cash Held in Trust Account, net of the adjustment
made in the pro forma as disclosed in the effective F-4 filed in November 2025, to ensure
the full amount flows through to Cash and Share Capital upon Listing/Closing Date. |
| 6. | True-up
entry to reflect the actual balance of the Promissory Note, net of the adjustment made in
the pro forma as disclosed in the effective F-4 filed in November 2025, to ensure the full
amount flows through to Reserves upon Listing/Closing Date. |
| 7. | Entry
to eliminate the existing Class A and Class B shares of Plum Acquisition Corp. III.8 |
| i. | Final
agreements of the contemplated transaction have not been audited in detail for accounting
implications, the resulting classification or measurement could be materially different; |
| ii. | Underlying
share counts, financial statement footnotes, and events subsequent to the latest balance
sheet have not been incorporated unless otherwise noted herein, these impacts, including
the share counts, share conversions or share prices, could have a materially different result; |
| iii. | An
“Inventory” account has been established to reflect the anticipated accounting
for the acquisition of crushed aggregate which is assumed to be an asset purchase, for which
PubCo stock is the most reliable measure of value. |
PRO
FORMA CONDENSED CONSOLIDATED INCOME STATEMENT AS OF APRIL 30, 2026
| | |
Tactical
Resources
Corp.
(Historical) | | |
Plum Acquisition Corp. III
(Historical) | | |
Plum III Merger Corp.
(Historical) | | |
Pro Forma Adjustments | | |
Notes | | |
Pro forma
Combined | |
| For the | |
Nine-months ended April 30,
2026 | | |
Nine-months ended March 31, 2026 | | |
Nine-months ended March 31, 2026 | | |
| | |
| | |
| |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
| | |
$ | |
| EXPENSES | |
| | |
| | |
| | |
| | |
| | |
| |
| Consulting fees | |
| 236,341 | | |
| — | | |
| — | | |
| | | |
| | |
| 236,341 | |
| Foreign exchange loss (gain) | |
| (58,686 | ) | |
| — | | |
| — | | |
| | | |
| | |
| (58,686 | ) |
| General and administrative expenses | |
| 46,689 | | |
| 1,922,656 | | |
| 46,194 | | |
| | | |
| | |
| 2,015,539 | |
| Investor relations | |
| 26,139 | | |
| — | | |
| — | | |
| | | |
| | |
| 26,139 | |
| Professional fees | |
| 114,964 | | |
| — | | |
| — | | |
| | | |
| | |
| 114,964 | |
| Property investigation costs | |
| 98,804 | | |
| — | | |
| — | | |
| | | |
| | |
| 98,804 | |
| Transfer agent, regulatory, and listing fees | |
| 24,616 | | |
| — | | |
| — | | |
| | | |
| | |
| 24,616 | |
| Travel | |
| 85,244 | | |
| — | | |
| — | | |
| | | |
| | |
| 85,244 | |
| | |
| 574,111 | | |
| 1,922,656 | | |
| 46,194 | | |
| — | | |
| | |
| 2,542,961 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| OTHER EXPENSES (INCOME) | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| Accretion of interest | |
| 85,837 | | |
| — | | |
| — | | |
| | | |
| | |
| 85,837 | |
| Gain on extension of accounts payable | |
| (47,982 | ) | |
| — | | |
| — | | |
| | | |
| | |
| (47,982 | ) |
| Interest and dividend income on cash held in Trust Account | |
| — | | |
| (14,073 | ) | |
| — | | |
| 14,073 | | |
A | | |
| — | |
| Loss (gain) on change in fair value of warrant liabilities | |
| — | | |
| (355,001 | ) | |
| — | | |
| | | |
| | |
| (355,001 | ) |
| Debt issuance expenses | |
| — | | |
| — | | |
| — | | |
| 375,000 | | |
B | | |
| 375,000 | |
| SEPA commitment fee expense | |
| — | | |
| — | | |
| — | | |
| 2,000,000 | | |
B | | |
| 2,000,000 | |
| Impairment of deferred acquisition costs | |
| 154,242 | | |
| — | | |
| — | | |
| | | |
| | |
| 154,242 | |
| Transaction costs | |
| 1,015,564 | | |
| — | | |
| — | | |
| | | |
| | |
| 1,015,564 | |
| Recovery of property investigation costs | |
| (20,865 | ) | |
| — | | |
| — | | |
| | | |
| | |
| (20,865 | ) |
| | |
| 1,186,796 | | |
| (369,074 | ) | |
| — | | |
| 2,389,073 | | |
| | |
| 3,206,795 | |
| NET LOSS (INCOME) | |
| 1,760,907 | | |
| 1,553,582 | | |
| 46,194 | | |
| 2,389,073 | | |
| | |
| 5,749,756 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| OTHER COMPRENSIVE LOSS (INCOME) | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| Foreign currency translation differences for foreign operations | |
| 83,907 | | |
| — | | |
| — | | |
| | | |
| | |
| 83,907 | |
| | |
| 83,907 | | |
| — | | |
| — | | |
| — | | |
| | |
| 83,907 | |
| LOSS AND COMPREHENSIVE LOSS | |
| 1,844,814 | | |
| 1,553,582 | | |
| 46,194 | | |
| 2,389,073 | | |
| | |
| 5,833,663 | |
The
pro forma adjustments included in the unaudited pro forma condensed combined income statement as of April 30, 2026 are as follows:
| A. | To
eliminate investment income earned on the Trust Account of $14,073 for the nine-months ended
March 31, 2026. |
| B. | Includes
identical assumptions and adjustments within the effective F-4 filed in November 2025. |
