UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 7, 2026
PLUM ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
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001-40677 |
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98-1581691 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
2021 Fillmore St. #2089
San Francisco, CA 94115
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (929) 529-7125
(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 of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: None.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events.
Asset Purchase Agreement
On April 7, 2026, Plum
III Merger Corp., a corporation formed under the Laws of the Province of British Columbia (“PubCo”), Sierra Blanca Quarry,
LLC, a limited liability company existing under the laws of the State of Texas (“Seller”), and Tactical Resources Corp., a
corporation incorporated under the laws of the Province of British Columbia (“Buyer” or “Tactical”) entered into
an Asset Purchase Agreement (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Buyer will purchase
approximately 1.5 million tons of processed tailings from Seller, and PubCo will issue, on behalf of Buyer, approximately 3,000,000 shares
of common stock of PubCo (the “Stock Consideration”) to Seller at the closing of the transactions contemplated by the Asset
Purchase Agreement. Closing under the Asset Purchase Agreement is subject to, among other customary conditions, the closing of the previously
announced business combination among Plum Acquisition Corp. III, a Cayman Islands exempted company (“Plum”), Tactical and
PubCo (the “Business Combination”).
Additionally, pursuant
to the Asset Purchase Agreement, after the closing date thereunder, PubCo will file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-3 or F-3 (or, if PubCo is not then eligible, on Form S-1 for Form F-1) covering
the resale by Seller of the Stock Consideration in accordance with applicable SEC rules, regulations and interpretations so as to permit
the resale of the Stock Consideration.
On April 15, 2026, Tactical
published a press release announcing the Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
The information in Item
8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
in any of Plum’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K (this “Current Report”)
in such filing.
Forward-Looking Statements
This Current Report contains
certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally are identified by words such as “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “potential,” “predict,” “may,” “might,”
“could,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions and each of their respective negative forms.
These forward-looking
statements include, but are not limited to, statements regarding Plum’s and Tactical’s businesses; the expected timing of
the completion or benefits of the Business Combination or the likelihood or ability of the parties to successfully complete the Business
Combination; expectations with respect to future operating and financial results for Pubco, Plum and Tactical; and the expected ownership
structure of Pubco. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations
of Tactical’s and Plum’s management, and are not predictions of actual performance or results. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject
to inherent risks and uncertainties that may cause Plum’s, Pubco’s or Tactical’s activities or results to differ significantly
from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political
and legal conditions; (b) the likelihood of completion of the Business Combination, including the risk that the Business Combination may
not close due to one or more closing conditions set forth in the definitive written agreement providing for the Business Combination not
being satisfied or waived on a timely basis or otherwise, or that any applicable regulatory approvals may not be obtained; (c) the risk
that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Plum’s
or Tactical’s securities; (d) the outcome of any legal proceedings that may be instituted against the parties, or any of their respective
directors or executive officers, following the announcement of the Business Combination; (e) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
applicable regulatory approvals for the Business Combination; (f) failure to realize the anticipated benefits of the Business Combination;
(g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the parties; (h) the occurrence of
any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the
Business Combination; (i) the ability of Pubco to meet stock exchange listing standards following the consummation of the Business Combination;
(j) the effect of the announcement or pendency of the Business Combination on the market price of securities, business relationships,
operating results, current plans and operations of Plum or Tactical; (k) risks related to the rollout of Tactical’s business and
the timing of expected business milestones; (l) the effects of competition of the Business Combination on Tactical’s or Pubco’s
business and operations; (m) supply shortages in the materials necessary for Tactical’s business; (n) delays in construction and
operation of facilities; (o) the amount of redemption requests made by Tactical’s public shareholders; (p) changes in applicable
laws or regulations; (q) risks relating to the viability of Tactical’s growth strategy, including related capabilities and ability
to execute on its business strategy; (r) the parties’ estimates of growth and projected financial results and meeting or satisfying
the underlying assumptions with respect thereto; (s) the possibility that the parties may be adversely affected by other economic, business,
and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates;
(t) the potential disruption of Tactical’s management’s time from ongoing business operations due to the Business Combination;
(u) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects
of Plum or Tactical; (v) costs related to the Business Combination; and (w) other risks and uncertainties described from time to time
in filings by the parties with the SEC or the Canadian Securities Administrators (the “CSA”), or otherwise made available
to interested parties in connection with the Business Combination.
The foregoing list is
not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the parties’ assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause
actual future events to differ materially from the forward-looking statements in this Current Report. There may be additional risks that
neither Plum nor Tactical presently know or that Plum and Tactical currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described
in the “Risk Factors” section of Plum’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents
filed by Plum from time to time with the SEC and by Tactical from time to time with the CSA. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Plum and Tactical assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law. Neither Plum nor Tactical gives any assurance that Pubco or Tactical
will achieve its expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
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Press Release of Tactical Resources Corp., dated April 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto
duly authorized.
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PLUM ACQUISITION CORP. III |
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| Date: April 15, 2026 |
By: |
/s/ Kanishka Roy |
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Name: |
Kanishka Roy |
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Title: |
President and Chief Executive Officer |
