Plum Acquisition Corp. III (PLMJF) shareholders approve Tactical Resources merger and Yorkville share facility

Rhea-AI Filing Summary

Plum Acquisition Corp. III reported the results of its Extraordinary General Meeting held on December 22, 2025, where shareholders overwhelmingly approved its cross-border reorganization and planned business combination. Holders of 7,911,075 Common Shares, or 99.26% of shares entitled to vote, were present, providing a strong quorum.

Shareholders approved the Domestication Proposal to move from the Cayman Islands to British Columbia and the Business Combination Proposal with Tactical Resources Corp., enabling the multi-step amalgamation structure described in the Business Combination Agreement. They also backed new governance documents, including changing the authorized capital to an unlimited number of PubCo common shares and renaming the company to Tactical Resources Corporation.

Investors further approved a Nasdaq-related proposal covering the issuance of PubCo common shares for the business combination and authorizing issuance of up to $100,000,000 of PubCo common shares to Yorkville over 36 months, as well as an omnibus equity incentive plan. An adjournment proposal was not needed because sufficient votes were already obtained.

Positive

• All key transaction proposals approved: Shareholders backed the Domestication and Business Combination with Tactical Resources Corp., clearing a major step toward completing Plum’s de-SPAC transaction.
• High shareholder participation: 7,911,075 Common Shares, representing 99.26% of shares entitled to vote, were present in person or by proxy, indicating broad engagement.
• Equity financing framework authorized: Approval to issue up to $100,000,000 of PubCo Common Shares to Yorkville over 36 months provides a defined structure for potential future capital raising.

Negative

• None.

Insights

SPAC and capital markets analyst

Shareholders approved the de-SPAC deal, domestication, and a $100M equity facility.

The meeting shows very strong shareholder participation, with 7,911,075 Common Shares representing 99.26% of voting power present. All key items passed, including the Business Combination Agreement among Plum, PubCo, Amalco and Tactical Resources Corp., and the Domestication to British Columbia. This clears major corporate approvals needed for Plum’s transition from a SPAC shell to an operating-company structure.

Governance changes were also endorsed, such as moving to an unlimited number of PubCo common shares with $0.0001 par value and reducing the quorum threshold to 5% of entitled shares. These terms shape how future shareholder meetings can be held and how equity may be issued under the new PubCo framework, alongside dropping legacy SPAC-specific provisions from the new articles.

The Nasdaq-related approval covers share issuance for the Business Combination and authorizes PubCo to issue up to $100,000,000 of common shares to Yorkville over a 36‑month period after closing. This establishes a potential equity financing source tied to future share issuance. Actual dilution and capital raised will depend on how many shares PubCo ultimately issues under that arrangement and the equity incentive plan.

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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): December 22, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On December 22, 2025, Plum Acquisition Corp. III (“Plum”) held its Extraordinary General Meeting of shareholders (the “Meeting”). As of the close of business on November 7, 2025, the record date for the Meeting, there were 907,486 Class A ordinary shares, par value $0.0001 per share (a “Class A Share”) and 7,062,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Shares” and, together with the Class A Shares, the “Common Shares”) outstanding, each of which was entitled to one vote with respect to the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal. A total of 7,911,075 Common Shares, representing 99.26% of the total Common Shares entitled to vote at the Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the proxy statement/prospectus filed by Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia (“Pubco”), with the Securities and Exchange Commission on December 1, 2025 (the “Proxy Statement/Prospectus”). A summary of the voting results at the Meeting is set forth below:

Proposal No. 1 – Domestication Proposal: Our shareholders approved, as a special resolution, the transfer of Plum by way of continuation from the Cayman Islands to the Province of British Columbia, Canada in accordance with Plum’s Amended and Restated Memorandum and Articles of Association and the Cayman Islands Companies Act (As Revised) and the domestication of Plum (the “Domestication”) as a British Columbia corporation in accordance with the applicable provisions of the Business Corporations Act (British Columbia), including the adoption of the Domestication Articles (the “Domestication Proposal”) :

For		Against		Abstain		Broker Non-Vote
7,883,323		17		0		27,735

Proposal No. 2 – Business Combination Proposal: Our shareholders approved, as an ordinary resolution, the Business Combination Agreement, dated as of August 22, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) by Plum, Plum III Amalco Corp., a corporation formed under the Laws of the Province of British Columbia and a direct, wholly owned subsidiary of Plum (“Amalco”), PubCo, and Tactical Resources Corp., a corporation formed under the Laws of the Province of British Columbia (“TRC”), including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement (annexed to the Proxy Statement/Prospectus as Annex B), (i) Plum shall effect the Domestication, (ii) following the Domestication, Plum shall amalgamate with PubCo (the “Plum Amalgamation”) to form one corporate entity and PubCo will survive the Plum Amalgamation, and (iii) immediately following the Plum Amalgamation, TRC and Amalco shall amalgamate (the “TRC Amalgamation”) to form one corporate entity and TRC will survive the TRC Amalgamation (the “Business Combination Proposal”):

For		Against		Abstain		Broker Non-Vote
7,883,323		17		0		27,735

Proposal No. 3 – Advisory Organizational Documents Proposals: Our shareholders approved, as an ordinary resolution and on a non-binding advisory basis, the following four (4) separate resolutions regarding the governance provisions contained in the PubCo Closing Articles (annexed to the Proxy Statement/Prospectus as Annex E) that materially affect Plum shareholders’ rights (the “Advisory Organizational Documents Proposals”):

Advisory Organizational Documents Proposal A: to change the authorized share capital from the existing (i) 200,000,000 Class A Shares, (ii) 20,000,000 Class B Shares, and (iii) 1,000,000 preference shares of a nominal or par value of $0.0001 each, to an unlimited number of common shares of PubCo, par value $0.0001 per share (“PubCo Common Shares”).

For		Against		Abstain		Broker Non-Vote
7,883,320		17		3		27,735

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Advisory Organizational Documents Proposal B: to reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least a majority of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than one person holding or representing not less than 5% of the shares entitled to be voted at the meeting.

For		Against		Abstain		Broker Non-Vote
7,883,323		17		0		27,735

Advisory Organizational Documents Proposal C: to change the name of the company from “Plum III Merger Corp.” to “Tactical Resources Corporation”.

For		Against		Abstain		Broker Non-Vote
7,911,058		17		0		0

Advisory Organizational Documents Proposal D: to not include in the PubCo Closing Articles provisions relating to the Class B Shares, the initial public offering of Plum consummated on July 30, 2021, Plum’s sponsor (Mercury Capital LLC), the initial business combination (whereby Plum was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses), and other related matters.

For		Against		Abstain		Broker Non-Vote
7,883,323		17		0		27,735

Proposal No. 4 – Nasdaq Proposal: Our shareholders approved, as an ordinary resolution, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, (i) the issuance of PubCo Common Shares in connection with the Business Combination and (ii) the issuance of an aggregate of up to $100,000,000 of PubCo Common Shares from time to time to YA II PN, LTD. (“Yorkville”) over a 36-month period following the closing of the Business Combination pursuant to the Yorkville financing (as described in more detail in the Proxy Statement/Prospectus) (the “Nasdaq Proposal”):

For		Against		Abstain		Broker Non-Vote
7,883,323		17		0		27,735

Proposal No. 5 – Incentive Plan Proposal: Our shareholders approved, as an ordinary resolution, for the purposes of complying with the rules of the Nasdaq Stock Market, the issuance of PubCo Common Shares pursuant to the PubCo Omnibus Equity Incentive Plan (annexed to the Proxy Statement/Prospectus as Annex K) (the “Incentive Plan Proposal”):

For		Against		Abstain		Broker Non-Vote
7,883,320		17		3		27,735

Proposal No. 6 – Adjournment Proposal: As there were sufficient votes at the time of the meeting to approve the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal, and the Incentive Plan Proposal, the Adjournment Proposal, which had previously been voted on by proxy, was rendered moot and not presented to shareholders at the Meeting. 

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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 hereunto duly authorized.

	PLUM ACQUISITION CORP. III
Dated: December 29, 2025
	By:	/s/ Kanishka Roy
		Name:	Kanishka Roy
		Title:	President and Chief Executive Officer

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FAQ

What did Plum Acquisition Corp. III (PLMJF) shareholders approve at the December 22, 2025 meeting?

Shareholders of Plum Acquisition Corp. III approved the Domestication to British Columbia, the Business Combination with Tactical Resources Corp., several advisory organizational document changes, a Nasdaq-related share issuance proposal, and an omnibus equity incentive plan.

How strong was shareholder turnout for Plum Acquisition Corp. III (PLMJF)?

A total of 7,911,075 Common Shares, representing 99.26% of the Common Shares entitled to vote, were present in person or by proxy, providing a very strong quorum.

What is the Business Combination approved by PLMJF shareholders?

The Business Combination is governed by the Business Combination Agreement among Plum, PubCo, Amalco, and Tactical Resources Corp.. It involves Plum’s domestication, Plum amalgamating with PubCo, and then TRC amalgamating with Amalco, with PubCo and TRC surviving their respective amalgamations.

What governance changes were approved for the new PubCo of PLMJF?

Shareholders approved changes to adopt PubCo Closing Articles, including converting the capital structure to an unlimited number of PubCo common shares with $0.0001 par value, reducing the shareholder meeting quorum to 5% of entitled shares, renaming the company to Tactical Resources Corporation, and omitting legacy SPAC-related provisions.

What is the $100,000,000 Yorkville financing related to PLMJF?

Under the Nasdaq Proposal, shareholders approved the potential issuance of up to $100,000,000 of PubCo Common Shares over a 36‑month period following the closing of the Business Combination to YA II PN, LTD. (Yorkville), as described in the proxy statement/prospectus.

Did PLMJF shareholders approve an equity incentive plan?

Yes. Shareholders approved the issuance of PubCo Common Shares under the PubCo Omnibus Equity Incentive Plan, which is intended to govern future equity-based awards, subject to the terms described in the proxy statement/prospectus.

What happened to the adjournment proposal at the PLMJF meeting?

The Adjournment Proposal was rendered moot and was not presented at the Meeting because there were already sufficient votes to approve the Domestication, Business Combination, advisory proposals, Nasdaq Proposal, and Incentive Plan Proposal.