IPO and Trust Account - The company completed its IPO on July 30, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[19]. - The net proceeds of the IPO and certain private placements amounted to approximately $282.5 million, which were placed in a trust account to be invested in U.S. government securities[21]. - As of January 2025, the company had $1,707,149 remaining in its trust account after redemptions[32]. - The Trust Account proceeds will be invested only in U.S. government treasury bills with a maturity of 185 days or less[124]. - Approximately $1,750,000 was available outside the trust account to fund working capital requirements[122]. Business Combination Agreement - On August 22, 2024, the company entered into a Business Combination Agreement with Tactical Resources Corp., involving a series of amalgamations[33]. - The company must complete an Initial Business Combination with a fair market value of at least 80% of the net assets held in the trust account[24]. - The Company entered into a Business Combination Agreement with TRC, which includes customary representations and warranties regarding corporate organization, financial statements, and compliance with laws[36]. - The company plans to use cash from the public offering and private placement units to effectuate its Initial Business Combination, which may involve financially unstable or early-stage companies[41]. - The company may complete its Initial Business Combination without seeking shareholder approval if not required by law or stock exchange listing requirements[103]. Redemption Rights and Shareholder Approval - Public shareholders will have the opportunity to redeem their shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[65]. - The company will not proceed with redemptions if the Initial Business Combination does not close, and all shares submitted for redemption will be returned to the holders[66]. - If the company seeks shareholder approval for the Initial Business Combination, it requires the affirmative vote of a majority of shareholders attending the meeting[70]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, to prevent accumulation of large blocks of shares[73]. - The company anticipates that funds for redemptions will be distributed promptly after the completion of the Initial Business Combination[80]. Financial Condition and Risks - The company has until July 30, 2025, to complete an Initial Business Combination, after which it will cease operations and redeem public shares at a price based on the Trust Account balance[82]. - If the Initial Business Combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[81]. - The company may face intense competition from other entities in identifying and selecting a prospective partner for the Initial Business Combination, which may limit its acquisition capabilities[95]. - There is a risk that claims from creditors could reduce the Trust Account balance below the expected redemption amount, impacting shareholder returns[89]. - The company may face challenges in obtaining additional financing to complete the Initial Business Combination or fund operations, which could lead to restructuring or abandonment of the business combination[166]. Management and Operational Risks - The company currently has two executive officers who will devote time as necessary until the Initial Business Combination is completed, with no full-time employees planned prior to that[97]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[192]. - The success of the Initial Business Combination is reliant on key personnel, and their potential departure could negatively impact post-combination profitability[194]. - The management's ability to assess prospective partner businesses may be limited, potentially leading to poor management choices post-combination[178]. - Increased costs and decreased availability of directors and officers liability insurance could complicate the negotiation of Initial Business Combinations[182]. Shareholder Influence and Conflicts of Interest - The company's Sponsor and management team own 34.12% of the outstanding ordinary shares, which may influence the approval of the Initial Business Combination[107]. - Initial shareholders and the Sponsor currently own approximately 87.4% of the issued and outstanding ordinary shares, exerting substantial influence over shareholder votes[167]. - The personal and financial interests of the company's executive officers and directors may influence their decisions regarding prospective partner business combinations[149]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[202]. - The company may engage underwriters for additional services, which could lead to potential conflicts of interest due to financial incentives tied to the Initial Business Combination[204]. Regulatory and Compliance Risks - The company may incur complex tax obligations as a result of business combinations, potentially impacting after-tax profitability[171]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with acquisitions, particularly for prospective partner businesses that may not meet internal control requirements[170]. - A material weakness in internal control over financial reporting was identified, which could lead to misstatements in financial statements[173]. - Remediation steps have been implemented to improve internal controls, but there is no assurance that these efforts will be effective[175]. - If the company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements[127]. Market and Economic Factors - Global economic and geopolitical events, including conflicts and sanctions, may adversely affect the company's ability to consummate a Business Combination[114][115]. - The ability of public shareholders to redeem shares for cash may deter potential business combination partners, impacting the company's financial condition[108]. - The company may not be able to meet minimum net worth or cash requirements for closing a business combination if too many shareholders exercise their redemption rights[109]. - Negative interest rates could reduce the value of the assets held in trust, potentially leading to a per-share redemption amount of less than $10.00[124]. - The company may pursue business combination opportunities in any sector, which could expose it to various risks[135].
Plum Acquisition(PLMJ) - 2024 Q4 - Annual Report