M&A - Plum III Merger Corp.
Form Type: F-4/A
Filing Date: 2025-05-22
Corporate Action: Merger
Type: Update
Accession Number: 000121390025046923
Filing Summary: This document is an amendment to the registration statement for Plum III Merger Corp., relating to a proposed business combination involving Plum Acquisition Corp. III, Plum III Amalco Corp., Tactical Resources Corp., and Plum III Merger Corp. The business combination agreement entails a transfer of Plum by way of continuation from the Cayman Islands to British Columbia and several amalgamations among the entities involved. The document outlines the proposals for the extraordinary general meeting of shareholders, scheduled to seek their approval for the reorganization, including the domestication, business combination agreement, governance changes, and additional proposals related to the capital structure and shareholder rights. It describes the share exchange ratios, warrants conversion, and impact on the share structure, particularly for existing shareholders of Plum and Tactical Resources. The meeting will also consider the governance revisions and an incentive plan for the newly formed entity, PubCo. The voting majorities required for the various proposals are detailed, emphasizing the significant influence held by certain shareholders. The document ends with a call to action for shareholder participation in the vote, highlighting the importance of their representations for the successful consummation of the business combination.
Additional details:
Approximate Sale Date: As soon as practicable after effectiveness
Company Name: Plum III Merger Corp.
Business Combination Agreement: {"domestication":{"jurisdiction":"British Columbia","law":"Business Corporations Act"},"amalgamation":{"entities":["Plum","PubCo"],"surviving_entity":"PubCo"},"trc_amalgamation":{"involved_entities":["TRC","Amalco"]}}
Domestication Proposal: Proposal No. 1
Business Combination Proposal: Proposal No. 2
Advisor Name: Hogan Lovells US LLP
Advisory Organizational Documents Proposal: Proposal No. 3
Incentive Plan Proposal: Proposal No. 4
Adjournment Proposal: Proposal No. 5
Proxy Statement Link: [Link to proxy statement/prospectus]
Form Type: F-4/A
Filing Date: 2025-03-28
Corporate Action: Merger
Type: New
Accession Number: 000101376225004205
Filing Summary: Plum III Merger Corp. is filing this amendment as a registration statement under the Securities Act of 1933 for a proposed business combination with Tactical Resources Corp. The process includes the domestication of Plum by transferring its corporate jurisdiction from the Cayman Islands to British Columbia, followed by an amalgamation with Plum III Merger Corp., leading to the creation of a new entity. The proxy statement invites shareholders to vote on multiple proposals including the domestication and the business combination agreement. Specifically, Plum shareholders will consider proposals to alter governance provisions, change the company name to Tactical Resources Corporation, and approve a new equity incentive plan. The meeting is called for a still-to-be-determined date, scheduled after the effectiveness of the registration statement. The filing emphasizes the importance of shareholder participation and outlines the voting process, highlighting the significant shareholdings of certain sponsors that ensure the approval of the proposals without broader shareholder support.
Additional details:
Name Of Additional Registrant: Tactical Resources Corp.
Jurisdiction Of Incorporation: British Columbia
Total Number Of Pubco Common Shares: 58,847,367
Total Number Of Pubco Warrants: 12,059,166
Total Number Of Plum Common Shares: 12,059,166
Form Type: F-4/A
Filing Date: 2025-02-21
Corporate Action: Merger
Type: Update
Accession Number: 000121390025015825
Filing Summary: Plum III Merger Corp. is seeking shareholder approval for a business combination involving the domestication of Plum Acquisition Corp. III from the Cayman Islands to British Columbia and its subsequent amalgamation with Plum III Merger Corp. The business deal includes a plan to exchange shares and warrants between shareholders of Plum and PubCo, along with other corporate actions. Shareholders will vote on several proposals during an extraordinary general meeting, including the Domestication Proposal and the Business Combination Agreement. The merger aims to position Plum as a renamed entity, Tactical Resources Corporation, and list its shares on NASDAQ under the symbols 'TREO' and 'TREOW'. The document emphasizes the importance of the shareholder vote and outlines potential conflicts of interest among Plum’s management. It highlights the expectation of entering into PIPE investment agreements with investors prior to the closing of the transaction, further establishing the merger's significance for the involved entities.
Additional details:
Additional Registrant Name: Tactical Resources Corp.
Jurisdiction Of Incorporation: British Columbia
Irs Employer Id Number: Not Applicable
Business Combination Agreement Date: 2024-08-22
Domestication Type: Cayman Islands to British Columbia
Amalgamation Type: Plum Amalgamation
Amalgamation Type: TRC Amalgamation
Expected Listing Nasdaq: Yes
Expected Nasdaq Ticker Symbols: TREO, TREOW
Shareholder Meeting Date: 2025-03-xx
Stakeholder Shareholder Percentage: 87.4%
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