8-K
Plum Acquisition Corp. III (PLMJF)
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
Dateof Report (Date of earliest event reported): January 16, 2025
PlumAcquisition Corp. III
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40677 | 98-1581691 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
2021Fillmore St. #2089
SanFrancisco, CA 94115
(Address of principal executive offices, including Zip Code)
(929)
529-7125
Registrant’s
telephone number, including area code
(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:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A ordinary shares<br> included as part of the Units, par value $0.0001 per share | PLMJ | The Nasdaq Stock Market<br> LLC |
| Redeemable warrants, each<br> whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | PLMJW | The Nasdaq Stock Market<br> LLC |
| Units, each consisting of<br> one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share | PLMJU | The Nasdaq Stock Market<br> LLC |
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. ☐
Item5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the extraordinary general meeting of shareholders held on January 16, 2025 (the “Meeting”), Plum Acquisition Corp. III (the “Company”) filed an amendment to its Amended and Restated Memorandum and Articles of Association (as amended, the “A&R Charter”) on January 17, 2025, which (i) extended the date by which the Company has to consummate a business combination to July 30, 2025, or such earlier date as shall be determined by the Company’s board of directors (the “Extension Proposal”) and (ii) amended Article 49.4 to remove language stating, in relevant part, that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, such business combination (the “NTA Proposal”).
The foregoing description of the A&R Charter is qualified in its entirety by the full text, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item5.07 Submission of Matters to a Vote of Security Holders.
On January 16, 2025, the Company held the Meeting to approve the Extension Proposal and NTA Proposal; and to adjourn the Meeting if necessary to solicit additional votes for the Extension Proposal or NTA Proposal, which proposals are more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 31, 2024. Holders of 8,967,493 ordinary shares of the Company were present in person or by proxy at the meeting, representing approximately 87.82% of the voting power of the Company’s ordinary shares as of the record date and constituting a quorum for the transaction of business.
The voting results for the proposals are set forth below.
ProposalNo. 1 - Extension Amendment Proposal. The proposal was approved by the following vote:
| For | Against | Abstain | Broker Non-Vote | ||||
|---|---|---|---|---|---|---|---|
| 8,488,253 | 479,240 | 0 | 0 |
ProposalNo. 2 – NTA Amendment Proposal. The proposal was approved by the following vote:
| For | Against | Abstain | Broker Non-Vote | ||||
|---|---|---|---|---|---|---|---|
| 8,629,855 | 337,638 | 0 | 0 |
ProposalNo. 3 - Adjournment Proposal. As there were sufficient votes to approve the Extension Proposal and NTA Proposal at the Meeting, the adjournment proposal was not presented to shareholders.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association. |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
1
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.
| PLUM ACQUISITION CORP. III | ||
|---|---|---|
| Date: January 22, 2025 | By: | /s/ Kanishka<br> Roy |
| Name: | Kanishka Roy | |
| Title: | President and Chief Executive Officer |
2
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Plum Acquisition Corp. III (ROC #371213) (the “Company”)
TAKE NOTICE that by minutes of the Extraordinary General Meeting of the shareholders of the Company dated 16 January 2025, the following resolutions were passed:
Proposal No. 1 — The ExtensionAmendment Proposal
It is resolved, as a special resolution that:
| (a) | Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted<br>in its entirety and replaced with the following new Article 49.7: |
|---|
“In the event that the Company does not consummate a Business Combination by July 30, 2025 or such earlier date as determined by the Board of Directors, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
| (b) | Article 49.8 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted<br>in its entirety and replaced with the following new Article 49.8: |
|---|
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by July 30, 2025 or such earlier date as determined by the Board of Directors; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then Public Shares in issue.”
Proposal No. 2 — The NTA LimitationProposal
It is resolved, as a special resolution that:
(a) Article 49.4 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4:
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”.
Romario Ysaguirrie
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 17^th^ day of January 2025