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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):
November 7, 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 1.01 Entry into a Material Definitive Agreement.
On November 7, 2025, Plum III Merger Co., a corporation
formed under the Laws of the Province of British Columbia (“Pubco”), Tactical Resources Corp., a corporation formed under
the Laws of the Province of British Columbia (“Tactical”) and YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville”)
entered into a standby equity purchase agreement (the “SEPA”) and a registration rights agreement (the “Registration
Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for Pubco in the aggregate principal amount
of up to $100,000,000. Additionally, Yorkville will advance $7,500,000 to Pubco in the form of a pre-paid advance evidenced by a convertible
promissory note on the closing of the Business Combination, and another $2,500,000 to Pubco in the form of a second pre-paid advance with
an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to the Registration
Rights Agreement in connection with the SEPA, becomes effective. $30,000,000 may be available to Pubco in the form of a third pre-paid
advance with an equivalent convertible note at such time as agreed to by the Yorkville and Pubco (collectively, the “Yorkville Financing”).
Each of the pre-paid advances is subject to an original issue discount, and further advances under the standby equity line are subject
to conditions specified in the SEPA. The SEPA expires on the earlier of 36 months or use of all $100,000,000.
Additionally, pursuant to the SEPA, Yorkville
has a right of first refusal for 24 months from the date of entering into the SEPA for any at-the-market offering program pursuant to
Rule 415(a)(4) under the Securities Act of 1933, as amended.
Pursuant to the Registration Rights Agreement,
Pubco will file within 30 calendar days of closing of the business combination a registration statement on form F-1 registering the SEPA.
Pubco shall use its best efforts to have the registration statement on form F-1 declared effective as soon as practicable, but in no event
later than 60 calendar days after the filing of the registration statement.
A copy of the Standby
Equity Purchase Agreement, the Registration Rights Agreement and the form of promissory note are filed with this Current Report on Form
8-K as Exhibits 10.1, 10.2 and 10.3, respectively. Each are incorporated herein by reference, and each of the foregoing descriptions of
the Standby Equity Purchase Agreement, Registration Rights Agreement and form of promissory note is qualified in its entirety by reference
thereto.
Item 8.01 Other Events
On November 10, 2025,
Tactical published a press release announcing the SEPA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
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 the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except
as shall be expressly set forth by specific reference to this Report in such filing.
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 and amendments
thereto (the “Registration Statement”). The Registration Statement contains a preliminary proxy statement/prospectus of Pubco,
and after the Registration Statement 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 SECURITY HOLDERS IN TACTICAL AND PLUM AND ALL OTHER INTERESTED
PARTIES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS
TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY TACTICAL, PUBCO OR PLUM WITH THE SEC OR THE CSA IN CONNECTION WITH THE BUSINESS
COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders in Tactical and Plum and all other
interested parties will be able to obtain free copies of the Registration Statement and other documents filed by Tactical, Pubco or Plum
with the SEC through the website maintained by the SEC at www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Participants in Solicitation
Plum, Pubco and Tactical,
and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in connection
with the Business Combination. Information about the directors and executive officers of Plum can be found in its Annual Report on Form
10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 28, 2025. Information about the directors and
executive officers of Tactical can be found in its Management Information Circular dated October 26, 2023, which was filed with the CSA
on November 11, 2023. Information regarding the persons who may, under the rules of the SEC or the CSA, be deemed participants in the
solicitation of proxies in connection with the Business Combination, including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials when they are filed with
the SEC or the CSA. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on
Form 8-K does not constitute (a) a solicitation of a proxy, consent, vote, approval or authorization with respect to any securities or
in respect of the Business Combination, (b) an offer to sell, the solicitation of an offer to buy any securities or a recommendation to
purchase any securities or (c) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent
or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
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
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 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 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) 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 SEC or 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 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 Tactical
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 |
| 10.1 |
|
Standby Equity Purchase Agreement, dated November 7, 2025, by and among Plum III Merger Corp, Tactical Resources Corp. and YA II PN, Ltd. |
| 10.2 |
|
Registration Rights Agreement, dated November 7, 2025, by and among Plum III Merger Corp, Tactical Resources Corp. and YA II PN, Ltd. |
| 10.3 |
|
Form of Promissory Note. |
| 99.1 |
|
Press Release of Tactical Resources Corp., dated November 10, 2025. |
| 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: November 10, 2025 |
By: |
/s/ Kanishka Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
President and Chief Executive Officer |
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