IPO and Fundraising - 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 company raised $8 million from a private placement of 800,000 units at $10.00 per unit, alongside an additional $650,000 from the sale of 65,000 units[20]. - The net proceeds from the public offering and the sale of private placement units provided the company with $272,612,500 in the trust account for completing its Initial Business Combination[152]. Trust Account and Redemptions - As of the latest report, approximately $153.17 million remains in the company's trust account after redemptions totaling approximately $140.84 million at a redemption price of $10.41 per share[27]. - 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 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]. - If the Initial Business Combination is not completed by the deadline, the redemption amount per share is expected to be $10.00, but this may be reduced due to creditor claims[86]. - The company anticipates that the funds for redemptions will be distributed promptly after the completion of the Initial Business Combination[80]. Business Combination Agreement - On August 22, 2024, the company entered into a Business Combination Agreement with Tactical Resources Corp., which includes a series of amalgamations[33]. - The business combination will involve the exchange of each Class A and Class B ordinary share on a one-for-one basis for common shares in the new entity[34]. - 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 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]. Deadlines and Extensions - The company extended the deadline to complete a business combination to July 30, 2025, following stockholder approval[29]. - The deadline for the Company to consummate an Initial Business Combination has been extended from January 30, 2025, to July 30, 2025[37]. - 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]. Risks and Challenges - An investment in the company's securities involves a high degree of risk, and potential investors should carefully consider all associated risks[99]. - The company faces intense competition from other entities in identifying and selecting a prospective partner for the Initial Business Combination, which may limit its acquisition capabilities[95]. - The company may not be able to meet minimum net worth or cash requirements for a business combination if too many shareholders exercise redemption rights[108]. - The ability to consummate a Business Combination may be adversely affected by global economic and geopolitical events, impacting financing availability[114]. - The company has substantial doubt about its ability to continue as a going concern for at least the next 12 months from the issuance of the financial statements[102]. Shareholder Rights and Approvals - Shareholder approval may not be required for the Initial Business Combination, but the Company may seek it based on various business considerations[55][56]. - A public shareholder can redeem up to 15% of the shares sold in the public offering without prior consent, which aims to prevent large shareholders from blocking the Initial Business Combination[73]. - If shareholder approval is sought, the company will distribute proxy materials and provide redemption rights upon completion of the Initial Business Combination[68]. - The company will not restrict shareholders' ability to vote all their shares for or against the Initial Business Combination, including Excess Shares[74]. Management and Operations - 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, whose loss could negatively impact post-combination operations and profitability[194]. - The personal and financial interests of the executive officers and directors may influence their motivation in selecting a prospective partner business[149]. Financial Reporting and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2024, 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]. - The financial statements do not include adjustments related to the potential inability to continue as a going concern[102]. Potential Conflicts of Interest - The company may engage in business combinations with entities affiliated with its Sponsor, which could raise potential conflicts of interest[146]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions involving the company, leading to potential conflicts[202]. - The company may engage underwriters for additional services, which could lead to potential conflicts of interest[204]. Additional Financing and Securities - The company plans to effectuate its Initial Business Combination using cash from public offering proceeds and may seek additional financing if necessary[41][43]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect its leverage and financial condition[150]. - The company may issue up to 200,000,000 Class A ordinary shares, with 198,983,167 authorized but unissued shares available for issuance[219]. - Additional Class A ordinary shares or preference shares may be issued to complete the Initial Business Combination, potentially diluting existing shareholders' interests[220].
Plum Acquisition Corp. III(PLMJU) - 2024 Q4 - Annual Report