UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 1, 2026
PLUM ACQUISITION CORP. IV
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42472 |
|
98-1795710 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
2021 Fillmore St. #2089
San Francisco, California |
|
94115 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (929)
529-7125
Not
Applicable
(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 to 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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
PLMKU |
|
Nasdaq
Global Market |
| Class
A ordinary shares, par value $0.0001 per share, included as part of the units |
|
PLMK |
|
Nasdaq
Global Market |
| Warrants
included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
PLMKW |
|
Nasdaq
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
7.01. Regulation FD Disclosure.
On
October 1, 2026, Plum Acquisition Corp. IV (“Plum IV”) and Controlled Thermal Resources Holdings Inc. (“CTR”)
issued a joint press release announcing that, in connection with the parties’ previously announced business combination, CTR had
entered into a series of agreements with certain strategic investors that are expected to materially strengthen CTR’s capital structure.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”).
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of Plum IV under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language in such filings.
Additional
Information and Where to Find It
In
connection with the transactions contemplated by the business combination agreement (“Proposed Transactions”), Plum IV and
CTR intend to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (as may
be amended, the “Registration Statement”), which will include a preliminary proxy statement of Plum IV as well as a preliminary
prospectus relating to the offer of securities to be issued to the stockholders of CTR (the “Proxy Statement/Prospectus”).
After the Registration Statement is declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders
of Plum IV as of the record date to be established for voting on the Proposed Transactions and other matters as described in the Proxy
Statement/Prospectus. Plum IV will also file other documents regarding the Proposed Transactions with the SEC. This Current Report does
not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis
of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
SHAREHOLDERS OF PLUM IV AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND
AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH PLUM IV’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO
APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT PLUM IV, CTR AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies
of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by Plum IV,
without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Plum Acquisition Corp. IV, 2021
Fillmore St., #2089, San Francisco, California 94115, Attention: Kanishka Roy, or by email at plumir@icrinc.com.
Participants
in the Solicitation
Plum
IV, CTR and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies
from Plum IV’s shareholders in connection with the Proposed Transactions. A list of the names of such directors and executive officers,
and information regarding their interests in the Proposed Transactions and their ownership of Plum IV’s securities is, or will
be, contained in Plum IV’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies from Plum IV’s shareholders in connection with the Proposed Transactions,
including the names and interests of CTR’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by Plum IV and CTR with the SEC. Investors and security holders may obtain free copies of these documents
as described above.
No
Offer or Solicitation
This
Current Report is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of Plum IV or CTR, or any commodity or instrument or related derivative, nor shall there
be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction. This Current Report is not, and under
no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the
United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a
purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking
Statements
This
Current Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the
Proposed Transactions and the parties thereto. All statements contained in this Current Report other than statements of historical fact,
including, without limitation, statements regarding the Proposed Transactions between Plum IV and CTR and the planned PIPE in connection
with the Proposed Transactions; the anticipated benefits and timing of the Proposed Transactions; expected trading of the combined company’s
securities on the Nasdaq; the building of CTR’s flagship Hell’s Kitchen Project; the anticipated benefits and timing of CTR’s
flagship Hell’s Kitchen Project, the combined company’s future financial performance; the ability of the combined company
to execute its business strategy, its market opportunity and positioning; and other statements regarding management’s intentions,
beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking
statements are often identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “should,” “will,” “would,”
and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These
forward-looking statements are based on the current expectations and assumptions of Plum IV and CTR and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and
uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to
the termination of the business combination agreement; (2) the outcome of any legal proceedings that may be instituted against the parties
following the announcement of the Proposed Transactions and any definitive agreements with respect thereto; (3) the inability to complete
the Proposed Transactions, including due to failure to obtain approval of the shareholders of Plum IV and CTR or other conditions to
closing and the inability to complete the planned PIPE; (4) the risk that the Proposed Transactions may not be completed by Plum IV’s
business combination deadline; (5) the inability to maintain the listing of Plum IV’s securities or to obtain or maintain the listing
of the combined company’s securities on the Nasdaq, the New York Stock Exchange, or another national securities exchange following
the Proposed Transactions; (6) the risk that the Proposed Transactions disrupts CTR’s current plans, business relationships, performance,
operations and business generally as a result of the announcement and consummation of the Proposed Transactions; (7) the risk that the
price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations,
technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (8) the ability
to recognize the anticipated benefits of the Proposed Transactions, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the Proposed Transactions;
(10) changes in applicable laws or regulations; (11) risks related to CTR’s business, including fluctuations in demand and prices
for lithium and other critical minerals, competition within the industry, the risks inherent in development projects and exploration
activities, potential delays or cost overruns in capital expenditures, the ability to secure necessary raw materials, compliance with
regulatory requirements, environmental and safety obligations, economic and market conditions, and political or geopolitical developments;
and (12) other risks detailed from time to time in Plum IV’s filings with the SEC, including the Registration Statement and related
documents filed or to be filed in connection with the Proposed Transactions.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of Plum IV’s Annual Report on Form 10-K filed with the SEC on March 31, 2026,
subsequent Quarterly Reports on Form 10-Q and the Registration Statement and Proxy Statement/Prospectus that will be filed by Plum IV
and CTR, and other documents filed by Plum IV from time to time with the SEC, as well as the list of risk factors included herein. These
filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those
contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial
may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation
and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this Current Report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 1, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Date: October 1, 2026 |
PLUM ACQUISITION CORP. IV |
| |
|
|
| |
By: |
/s/ Kanishka
Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
Chief Executive Officer |
