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Plum Acquisition(PLMJ) - 2025 Q1 - Quarterly Report

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[170]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[170]. - The company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities[172]. - The company entered into a Subscription Agreement to raise up to $1.5 million for extension payments and working capital[182]. - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions for December 2023 and January 2024[185]. - The Sponsor may loan up to $1,500,000 to the Company under a promissory note, which may be convertible into warrants at the option of the Sponsor[213]. - The Company entered into a promissory note with the Sponsor for $100,000, which bears no interest and is to be repaid under specific conditions[216]. Business Combination and Operations - The company extended the deadline for completing a business combination to July 30, 2025, following shareholder approval[183]. - The Company entered into a business combination agreement with Tactical Resources Corp. and Plum III Merger Corp. on August 22, 2024, to amalgamate into one corporate entity[187]. - The Company has until July 30, 2025, to complete its Initial Business Combination, or it will face mandatory liquidation[206]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may need additional financing to complete it[204]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with potential interest income to cover tax obligations[202]. Financial Performance - The Company recorded a net loss of $364,540 for the three months ended March 31, 2025, compared to a net loss of $148,236 for the same period in 2024, reflecting an increase in operating and formation costs[193][194]. - For the three months ended March 31, 2025, net cash used in operating activities was $285,965, compared to $215,423 for the same period in 2024, indicating higher operational expenses[195][196]. - The Company had cash of $93,483 held outside the Trust Account as of March 31, 2025, with a working capital deficit of $3,597,159, raising concerns about its ability to operate for the next 12 months[205]. - The Company recorded net cash provided by investing activities of $23,977,494 for the three months ended March 31, 2025, primarily due to cash withdrawn from the Trust Account[197]. Shareholder Activity - In the July 2023 Extraordinary General Meeting, shareholders redeemed 13,532,591 Class A ordinary shares for approximately $140.8 million[179]. - In the January 2024 Extraordinary General Meeting, shareholders redeemed 12,433,210 Class A ordinary shares for approximately $134.1 million[181]. - The holders of 13,532,591 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.41 per share, totaling approximately $140,838,808[222]. - After the redemptions, approximately $153,169,659 remained in the Company's trust account[222]. - The Company has 151,833 Class A ordinary shares subject to possible redemption remaining outstanding[222]. Financial Obligations and Compensation - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[218]. - The Company has recorded no additional compensation for the transfer of shares until an Initial Business Combination has been consummated[219]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, which was forgiven by the Sponsor on December 27, 2023[224]. - As of March 31, 2025, the outstanding balance under the Sponsor Promissory Note was $1,454,867, and the Second Sponsor Promissory Note was $100,000[215][224]. Regulatory and Accounting Changes - The Company adopted ASU 2023-07 on January 1, 2024, which has not had a material impact on its financial statements and disclosures[230]. - The Company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[191][190].