STOCK TITAN

Plum Acquisition IV: CTR expects ~$205M debt conversion

The debt-conversion agreements are part of a transaction expected to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Plum Acquisition Corp. IV (PLMK) and Controlled Thermal Resources Holdings Inc. (CTR) announced agreements with strategic investors related to their proposed business combination. CTR expects approximately $245 million of convertible notes at closing; approximately $205 million is expected to convert to equity and approximately $40 million to convert into the planned PIPE. At closing, CTR expects to retire the majority of its outstanding convertible debt. The business combination is expected to close in the fourth quarter of 2026, subject to shareholder approval, regulatory approvals and other customary closing conditions.

CTR plans a 50 MW Stage 1 Power geothermal facility, with commercial operation expected in 2028, followed by Stage 1 Lithium, which has planned annual battery-grade capacity of 25,000 metric tons and targeted commercial operation in 2030. CTR plans approximately 650 MW of geothermal generation overall and says it has invested approximately $310 million in development to date. The combined company is expected to operate as Controlled Thermal Resources and list on Nasdaq under the ticker CTRH.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.CTR expects to retire the majority of its approximately $245 million in convertible debt at closing through equity conversion and PIPE participation.

Negative

  • None.

Insights

Analyzing...

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Convertible notes Approximately $245 million Expected total at closing
Debt expected to convert to equity Approximately $205 million At closing
Debt expected to convert into planned PIPE Approximately $40 million At closing
Development investment Approximately $310 million Invested to date in Hell’s Kitchen development
Stage 1 Power facility 50 MW Planned geothermal facility
Geothermal generation Approximately 650 MW CTR’s overall development plan
Stage 1 Lithium capacity 25,000 metric tons Planned annual battery-grade capacity
convertible notes financial
"CTR’s outstanding convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
PIPE financial
"the new planned PIPE structure"
A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.
baseload power technical
"clean, 24/7 baseload power"
Baseload power is the consistent, reliable electricity output that a power plant or source can provide around the clock to meet the minimum demand on the grid, similar to a factory that runs steadily to keep essential machines humming. For investors, baseload capacity matters because it tends to produce predictable revenue, supports grid stability, and reduces the risk that production will be sidelined when demand dips, making assets and contracts tied to it easier to value.
brine flow technical
"the wells, brine flow and shared infrastructure"
commercial operation technical
"achieve commercial operation in 2028"
Commercial operation is the point when a facility, product or service moves from testing, commissioning or pilot stages into regular, revenue-generating use. Think of it like a restaurant opening for full service after a soft launch: the business starts selling to customers on an ongoing basis and the operation is sized and staffed to meet normal demand. Investors track this milestone because it marks the start of predictable income and lets analysts model future revenue and costs more reliably.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt restructuring did PLMK announce with CTR?

CTR expects approximately $205 million of convertible notes to convert to equity and approximately $40 million to convert into the planned PIPE at closing. CTR expects its convertible notes to total approximately $245 million at closing.

When is the PLMK-CTR business combination expected to close?

The business combination is expected to close in the fourth quarter of 2026, subject to shareholder approval, regulatory approvals and other customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

 

1

 

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.

 

2

 

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)

 

3

 

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

 

4

 

Exhibit 99.1

 

Controlled Thermal Resources and Plum Acquisition Corp. IV Announce Strengthened Capital Structure to Advance Hell’s Kitchen Geothermal Power and Critical Minerals Project

 

●Approximately $205 Million of Existing Convertible Debt Expected to Convert to Equity at Close of the Proposed Business Combination, with an Additional Approximately $40 Million Expected to Convert into a New Planned PIPE
   
●Simplified Capital Structure Expected to Support Financing of CTR’s Power-First Development Strategy Ahead of Proposed Nasdaq Listing
   
●CTR plans to develop approximately 650 MW of renewable baseload geothermal generation for potential of co-location of AI data centers

 

IMPERIAL, Calif. and SAN FRANCISCO, Oct. 01, 2026 (GLOBE NEWSWIRE) -- Controlled Thermal Resources Holdings Inc. (“CTR” or the “Company”), developer of one of America’s largest and most advanced geothermal power and critical minerals projects, and Plum Acquisition Corp. IV (Nasdaq: PLMK) (“Plum IV”), a publicly traded special purpose acquisition company, today announced a series of agreements between CTR and certain strategic investors that are expected to materially strengthen CTR’s capital structure in connection with their previously announced proposed business combination.

 

The agreements follow CTR and Plum IV’s previously announced proposed business combination. Upon closing of the proposed business combination and related transactions (“Proposed Transactions”), the combined company is expected to operate as Controlled Thermal Resources and is expected to be listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “CTRH”. The Proposed Transactions are expected to close in the fourth quarter of 2026, subject to shareholder approval, regulatory approvals, and other customary closing conditions.

 

A Simplified Capital Structure Ahead of Proposed Listing

 

CTR expects to retire the majority of its outstanding convertible debt obligations through a combination of conversion to equity and participation in the PIPE financing upon the closing of the Proposed Transactions. The Company’s outstanding convertible notes, expected to total approximately $245 million at closing, are currently held by strategic investors. Based on the recently signed agreements, at closing approximately $205 million is expected to convert to equity and approximately $40 million is expected to convert into the new planned PIPE structure.

 

Upon completion of the Proposed Transactions, CTR expects to emerge with a simplified capital structure, enhanced balance sheet strength and improved credit profile. The Company believes the restructuring will provide greater flexibility to raise additional equity, attract new strategic capital and advance project financing for Stage 1 of the Hell’s Kitchen development.

 

Executive Commentary

 

“This is an important step in our plan to deliver on the resource of the Salton Sea, including power production and critical minerals in one place,” said Rod Colwell, Chief Executive Officer of CTR. “Converting this debt to equity ahead of listing strengthens our capital structure and provides greater flexibility to complete project financing for Stage 1, building on the significant capital already invested, full-scale production wells in place, advanced permitting and key long-lead equipment already staged for construction.”

 

“CTR has reached an important point in its development, with a proven resource, advanced permitting, equipment already staged and a defined capital plan for Stage 1,” said Kanishka Roy, Chief Executive Officer of Plum IV. “ The steps announced today simplify CTR’s balance sheet ahead of the proposed listing, providing enhanced financial flexibility as the Company advances one of the country’s most significant geothermal power and critical minerals developments.”

 

Advancing a Power-First Development Strategy

 

CTR is developing an integrated power and critical minerals business from a single resource, sequenced to build first Stage 1 Power. Stage 1 Power is a planned 50 MW geothermal facility designed to generate and sell clean, 24/7 baseload power with potential of co-location of AI data centers, and to establish the wells, brine flow and shared infrastructure on which Stage 1 Lithium will operate. CTR expects Stage 1 Power to achieve commercial operation in 2028, followed by Stage 1 Lithium, with planned annual battery grade capacity of 25,000 metric tons, targeted for commercial operation in 2030.

 

CTR has made substantial progress preparing Hell’s Kitchen, with approximately $310 million invested in development to date, advanced permitting in place, and key long-lead equipment built and staged for construction. The project is located on a proven Salton Sea geothermal resource that has supported power generation for more than 40 years, with Hell’s Kitchen representing the northern extension of that resource area.

 

In total, CTR plans to develop approximately 650 MW of renewable baseload geothermal generation. The approximately 4,000-acre site is also positioned to support power sales to the grid and potential co-location of AI data centers and advanced manufacturing customers. The same resource supports recovery of battery-grade lithium and other critical minerals, which CTR expects to provide additional long-term value creation opportunities.

 

An updated investor presentation is available in the Investors section of the Controlled Thermal Resources website.

 

 

 

About CTR

 

CTR is advancing geothermal baseload energy, battery-grade lithium chemicals, and critical minerals production at its Hell’s Kitchen project in southern California. CTR’s leadership team has successfully developed and managed geothermal power plant operations in California’s Salton Sea region for 30+ years. CTR’s mission is to strengthen U.S. energy security and supply chain resilience by providing strategic resources essential to technology, manufacturing, and defense. For more information, visit www.cthermal.com.

 

About Plum Acquisition Corp. IV

 

Plum Acquisition Corp. IV (Nasdaq: PLMK) is a publicly traded special purpose acquisition company led by an experienced team with a track record of sourcing and executing complex public-market transactions. Plum IV aims to identify companies positioned to deliver long-term value through technological advancements, disruptive business models, and secular long-term trends. For more information, visit https://plumpartners.com.

 

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 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 press release 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 press release 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 press release 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.

 

2

 

Forward-Looking Statements

 

This press release 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 press release 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 press release.

 

Contacts

 

ICR for Investors and Media: ICRCTR@icrinc.com

 

3

 

Filing Exhibits & Attachments

5 documents

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