Tactical Resources Corp 20-F/A, filed Sep 21, 2026
Tactical Resources Corp. (TREO)
About this 20-F/A
Tactical Resources Corp filed this 20-F/A on September 21, 2026, covering the fiscal year ended August 12, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No 1 to
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ___________
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: August 12, 2026
Commission File Number: 001-43416
TACTICAL RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
| Not applicable | British Columbia | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation of organization) |
Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7
(Address of principal executive offices)
Ranjeet Sundher, 778-588-5483, rsundher@tacticalresources.com
Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7
(Name, Telephone, Email, and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common shares, no par value | TREO | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 13,612,034 Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected 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. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
Table of Contents
| Page | ||
| EXPLANATORY NOTE | ii | |
| PART III | 1 | |
| Item 17. FINANCIAL STATEMENTS | 1 | |
| Item 18. FINANCIAL STATEMENTS | 1 | |
| Item 19. EXHIBITS | 2 | |
| EXHIBIT INDEX | 2 | |
| SIGNATURE | 5 |
i
On August 13, 2026 (the “Closing Date”), Plum III Merger Corp. (“PubCo”) consummated the business combination contemplated by the Business Combination Agreement dated as of August 22, 2024 (as amended to date, the “Business Combination Agreement”), by and among PubCo, Plum Acquisition Corp. III (“Plum”), Plum III Amalco Corp. (“Amalco”), and Tactical Resources Corp. (“TRC”), pursuant to which (i) Plum transferred by way of continuation from the Cayman Islands to the Province of British Columbia in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and continued as a corporation under the Laws of the Province of British Columbia in accordance with the applicable provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) (the “Domestication”), (ii) following the Domestication, Plum amalgamated with PubCo (the “Plum Amalgamation”) to form one corporate entity, and (iii) immediately following the Plum Amalgamation, TRC and Amalco amalgamated (the “TRC Amalgamation” and, together with the Plum Amalgamation, the “Amalgamations”) to form one corporate entity. On August 12, 2026, PubCo filed a Form 20-F with the Securities and Exchange Commission describing the consummation of the transactions contemplated by the Business Combination Agreement. The sole purpose of filing this Form 20-F/A is to include the financial statements of Plum for the three and six months ending June 30, 2026.
ii
See Item 18.
Audited financial statements for Plum Acquisition Corp III as of December 31, 2025 and 2024 and for the years then ended are incorporated by reference to Exhibit 15.2 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026.
Unaudited financial statements for Plum Acquisition Corp III as of March 31, 2026 and for the three months then ended are incorporated by reference to Exhibit 15.3 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026.
Unaudited financial statements for Plum Acquisition Corp III as of June 30, 2026 and for the three and six months then ended are attached as Exhibit 15.9 to this Report.
The financial statements of TRC as of July 31, 2025 and 2024 and for the two years ending July 31, 2025, are incorporated by reference from pages F-86 through F-109 of the Financial Statements in Plum III Merger Corp.’s registration statement on Form F-4 (File No. 333-282863).
Unaudited financial statements for Tactical Resources Corp as of April 30, 2026 and for the three and nine months then ended are incorporated by reference to Exhibit 15.5 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026
The financial statements of Plum III Merger Corp. as of December 31, 2025 and 2024, for the year ended December 31, 2025 and for the period beginning August 8, 2024 (inception date) to December 31, 2024 are incorporated by reference to Exhibit 15.6 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026.
Unaudited financial statements of Plum III Merger Corp. as of March 31, 2026 and 2025, for the three months ended March 31, 2026 and 2025 are incorporated by reference to Exhibit 15.7 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026.
Unaudited Pro Forma Condensed Combined Financial Information of PubCo as of April 30, 2026, for the year ended July 31, 2025, and for the nine months ended April 30, 2026 are incorporated by reference to Exhibit 15.1 of PubCo’s Shell Company Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 on Form 20-F (File No. 001-43416) filed on August 12, 2026.
1
2
3
| * | Filed herewith. |
4
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| TACTICAL RESOURCES CORP. | ||
| Name: | Ranjeet Sundher | |
| Title: | Chief Executive Officer | |
| September 21, 2026 | ||
5
Exhibit 15.9
PLUM ACQUISITION CORP. III
CONDENSED BALANCE SHEETS
| June 30, 2026 (Unaudited) |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 25,593 | $ | 49,870 | ||||
| Prepaid expenses | 3,750 | 7,500 | ||||||
| Due from Merger Co | 27,500 | 27,500 | ||||||
| Total current assets | 56,843 | 84,870 | ||||||
| Cash held in Trust Account | 501,297 | 494,421 | ||||||
| Total Assets | $ | 558,140 | $ | 579,291 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,179,923 | $ | 1,120,273 | ||||
| Accrued expenses and other current liabilities | 2,980,041 | 2,780,664 | ||||||
| Promissory note - related party | 2,359,867 | 2,124,867 | ||||||
| Total current liabilities | 6,519,831 | 6,025,804 | ||||||
| Warrant liabilities | 2,432,974 | 6,585,940 | ||||||
| Total Liabilities | 8,952,805 | 12,611,744 | ||||||
| Commitments (Note 6) | ||||||||
| Class A ordinary shares subject to possible redemption, 42,486 shares at redemption value of approximately $11.80 and $11.64 per share at June 30, 2026 and December 31, 2025, respectively | 501,297 | 494,421 | ||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 865,000 shares issued and outstanding at June 30, 2026 and December 31, 2025; excluding 42,486 shares subject to possible redemption as of June 30, 2026 and December 31, 2025 | 87 | 87 | ||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,062,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 | 706 | 706 | ||||||
| Accumulated deficit | (8,896,755 | ) | (12,527,667 | ) | ||||
| Total Shareholders’ Deficit | (8,895,962 | ) | (12,526,874 | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | 558,140 | $ | 579,291 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
PLUM ACQUISITION CORP. III
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expenses | $ | 284,142 | $ | 659,031 | $ | 522,054 | $ | 1,191,762 | ||||||||
| Loss from operations | (284,142 | ) | (659,031 | ) | (522,054 | ) | (1,191,762 | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest and dividend income on cash held in Trust Account | 3,469 | 15,271 | 6,876 | 81,368 | ||||||||||||
| (Loss) gain on change in fair value of warrant liabilities | (478,235 | ) | (241,183 | ) | 4,152,966 | (139,089 | ) | |||||||||
| Net (loss) income | $ | (758,908 | ) | $ | (884,943 | ) | $ | 3,637,788 | $ | (1,249,483 | ) | |||||
| Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares | 42,486 | 1,016,833 | 42,486 | 1,287,797 | ||||||||||||
| Basic and diluted net loss (income) per share, redeemable Class A ordinary shares | $ | (0.10 | ) | $ | (0.11 | ) | $ | 0.46 | $ | (0.15 | ) | |||||
| Basic and diluted weighted average shares outstanding, Non-redeemable Class A ordinary shares and Class B ordinary shares | 7,927,500 | 7,062,500 | 7,927,500 | 7,062,500 | ||||||||||||
| Basic and diluted net loss (income) per share, Non-redeemable Class A ordinary shares and Class B ordinary shares | $ | (0.10 | ) | $ | (0.11 | ) | $ | 0.46 | $ | (0.15 | ) | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
PLUM ACQUISITION CORP. III
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2026 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | — | $ | (12,527,667 | ) | $ | (12,526,874 | ) | |||||||||||||||
| Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | — | (3,407 | ) | (3,407 | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | 4,396,696 | 4,396,696 | |||||||||||||||||||||
| Balance as of March 31, 2026 | 865,000 | 87 | 7,062,500 | 706 | — | (8,134,378 | ) | (8,133,585 | ) | |||||||||||||||||||
| Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | — | (3,469 | ) | (3,469 | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | (758,908 | ) | (758,908 | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | 865,000 | $ | 87 | 7,062,500 | 706 | — | $ | (8,896,755 | ) | $ | (8,895,962 | ) | ||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2025 | 865,000 | 87 | 7,062,500 | 706 | — | (5,235,872 | ) | (5,235,079 | ) | |||||||||||||||||||
| Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | — | (66,097 | ) | (66,097 | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | (364,540 | ) | (364,540 | ) | |||||||||||||||||||
| Balance as of March 31, 2025 | 865,000 | 87 | 7,062,500 | 706 | — | (5,666,509 | ) | (5,665,716 | ) | |||||||||||||||||||
| Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2025 | — | — | — | — | — | (15,271 | ) | (15,271 | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | (884,943 | ) | (884,943 | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | $ | — | $ | (6,566,723 | ) | $ | (6,565,930 | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
PLUM ACQUISITION CORP. III
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 3,637,788 | $ | (1,249,483 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Interest and dividend income on cash held in Trust Account | (6,876 | ) | (81,368 | ) | ||||
| (Gain) loss on change in fair value of warrant liabilities | (4,152,966 | ) | 139,089 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 3,750 | 11,531 | ||||||
| Accounts payable | 59,650 | (5,655 | ) | |||||
| Accounts payable - related party | — | (6,324 | ) | |||||
| Accrued expenses and other current liabilities | 199,377 | 684,093 | ||||||
| Net cash used in operating activities | (259,277 | ) | (508,117 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Due from Merger Co | — | (22,500 | ) | |||||
| Due from Tactical | — | 23,280 | ||||||
| Cash transferred from Trust Account to pay redeeming shareholders | — | 23,975,464 | ||||||
| Net cash provided by investing activities | — | 23,976,244 | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note - related party | 235,000 | 720,000 | ||||||
| Payment of cash to redeeming shareholders | — | (23,975,464 | ) | |||||
| Net cash provided by (used in) financing activities | 235,000 | (23,255,464 | ) | |||||
| Net Change in Cash | (24,277 | ) | 212,663 | |||||
| Cash - Beginning of period | 49,870 | 27,418 | ||||||
| Cash - End of period | $ | 25,593 | $ | 240,081 | ||||
| Non-cash investing and financing activities | ||||||||
| Remeasurement of Class A ordinary shares subject to redemption to redemption value | $ | 6,876 | $ | 81,368 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
PLUM ACQUISITION CORP. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
Plum Acquisition Corp. III (fka Alpha Partners Technology Merger Corp.) (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On December 27, 2023, the Company, the Original Sponsor (as defined below) and Mercury Capital, LLC (the “Sponsor”) entered into a purchase agreement (the “Purchase Agreement”), pursuant to which, at a closing on December 28, 2023 (the “Closing”), the Sponsor (i) purchased 3,902,648 Founder Units (as defined in Note 5) of the Company from the Original Sponsor, each unit consisting of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B share, which Founder Units are subject to forfeiture in certain circumstances, and (ii) became entitled to 70% of 2,030,860 Founder Units that the Original Sponsor placed in escrow at the Closing to the extent such Founder Units are allocated to investors who hold and do not redeem their Class A ordinary shares of the Company at the time of the Company’s Initial Business Combination, for an aggregate purchase price of $1. Subsequently, on January 26, 2024, the Company, the Original Sponsor, and the Sponsor entered into a first amendment to the Purchase Agreement to correct the number of shares that the Original Sponsor shall retain to be 665,000 Class A private placement units and 1,128,992 Class B founder units. On August 22, 2024, the Company, the Original Sponsor, and the Sponsor entered into a second amendment to Purchase Agreement (“Amendment No. 2 to the Purchase Agreement”) which revises the founder-unit forfeiture and transfer mechanics by requiring the acquirer to absorb all forfeitures or investor incentive transfers up to 2,030,860 founder units, allocating excess forfeitures 78% to the acquirer and 22% to the sponsor, while also establishing that 2,030,860 sponsor units will be held in escrow for potential transfer to sponsor anchors, with any remaining escrowed units allocated 70% to the acquirer and 30% to the sponsor at closing. On September 5, 2025, the Company, the Original Sponsor, and the Sponsor entered into a third amendment to Purchase Agreement (“Amendment No. 3 to the Purchase Agreement”) that provides that any Sponsor Incentive Units (as defined in the Sponsor Support Agreement) that have been retained by the Sponsor after the Closing, up to half of such Sponsor Incentive Units may be transferred prior to the Closing to a third party, with any Sponsor Incentive Units remaining after such transfer subject to allocation between the Sponsor and the Original Sponsor as provided for in the Purchase Agreement.
The Original Sponsor and the Sponsor each agreed to pay $112,500 in extension contributions in each of December 2023 and January 2024. As of December 31, 2023, there was a $112,500 deposit into the Trust Account due from the Sponsor and the Original Sponsor, respectively, representing the December 2023 extension contribution. On January 24, 2024, the second payment of $112,500 was deposited into the Trust Account. In addition, pursuant to the terms of the Purchase Agreement, the Original Sponsor agreed to pay, or cause its affiliates to pay, certain liabilities of the Company accrued and outstanding as of the Closing and will deliver Founder Units to the Sponsor to the extent such liabilities are unsatisfied or the Original Sponsor’s obligation to make extension contributions is not satisfied.
Following the Closing, the Original Sponsor has no further obligations with respect to the Company and the Sponsor assumed all obligations relating to the Company, including, (i) to cause the Company to file a proxy statement providing public investors of the Company with the option to accept a revised trust extension arrangement or redeem their Class A ordinary shares and receive their pro rata share of the Company’s Trust Account (as defined below), (ii) to cause the Company to satisfy all of its public reporting requirements as well as taking all action to cause the Company to remain listed on Nasdaq, (iii) the payment of all extension contributions after January 2024 and working capital of the Company, at the discretion of the Sponsor, and (iv) all other obligations of the Original Sponsor related to the Company.
As of June 30, 2026, the Company had not commenced any operations. All activity from inception through June 30, 2026, relates to the search for a prospective Initial Business Combination, entering into a definitive business combination agreement, and steps to complete an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.
| 5 |
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Alpha Partners Technology Merger Sponsor LLC (the “Original Sponsor”) and certain anchor investors (the “Anchor Investors”), generating gross proceeds of $8,000,000, which is described in Note 4.
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Units (the “Over-Allotment Units”), generating gross proceeds of $32,500,000.
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 65,000 units (the “Over-Allotment Private Placement Units”) at a purchase price of $10.00 per unit in a private placement to the Original Sponsor, generating gross proceeds of $650,000.
Upon closing of the Initial Public Offering, the sale of the Private Placement Units, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Units, a total of $282,500,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until January 8, 2024, when the funds in the Trust Account were transferred to a demand deposit account. The funds remain in the Trust Account until the earlier of: (i) the completion of a Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
At the extraordinary general meeting held on December 22, 2025 (the “December 2025 Extraordinary General Meeting”), the Company shareholders approved the Business Combination Agreement (defined above) and the transactions contemplated thereby, including the Business Combination (defined above). In connection with the December 2025 Extraordinary General Meeting, the holders of 24,136 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.61 per share, for an aggregate redemption amount of $ 280,219. The redemption is contingent upon the consummation of the Business Combination and will occur as promptly as practicable following the closing thereof; if the Business Combination is not consummated, the redeemed shares will be returned to the respective holders. There will be no redemption rights upon the completion of an Initial Business Combination with respect to the Company’s warrants.
The Company’s Original Sponsor, officers and directors have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of an Initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Fourth Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with an Initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination by July 30, 2026 or with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-Initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an Initial Business Combination by July 30, 2025. However, if the Sponsor or officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an Initial Business Combination by July 30, 2026.
The Company previously had until 24 months from the closing of the Initial Public Offering to complete an Initial Business Combination. On July 27, 2023, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an Initial Business Combination from July 30, 2023 to July 30, 2024. On February 1, 2024, the Company’s shareholders approved a proposal to further amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an Initial Business Combination from July 30, 2024 to January 30, 2025.
On January 16, 2025, as approved by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Second Amended and Restated Memorandum and Articles of Association 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 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.
On July 15, 2025, as approved by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Third Amended and Restated Memorandum and Articles of Association (as amended, the “Fourth Amended and Restated Memorandum and Articles of Association”) on July 16, 2025, which extended the date by which the Company has to consummate a business combination to July 30, 2026 (the “Second Combination Period”), or such earlier date as shall be determined by the Company’s board of directors.
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If the Company is unable to complete an Initial Business Combination within the Second Combination Period (as defined above), the Company will (i) cease all operations except for the purpose of winding up; (ii) 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 to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Second Combination Period.
On August 22, 2024, the Company entered into a business combination agreement (the “Original Business Combination Agreement”) with Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia (“PubCo”) and Tactical Resources Corp., a corporation formed under the Laws of the Province of British Columbia (“Tactical”), pursuant to which the Company will amalgamate pursuant to a Plan of Arrangement under the Business Corporations Act of British Columbia (“BCBCA”) to form one corporate entity, except that the legal existence of Pubco will not cease and Pubco will survive the amalgamation, following its redomicile into the Province of British Columbia, Canada.
On December 10, 2024, the Company, and Tactical entered into an amendment (the “Amendment No. 1”) to the Original Business Combination Agreement, Amendment No. 1 provides that, among other things, upon a delisting from The Nasdaq Stock Market, the Company will use commercially reasonable efforts to list its securities on the OTC Markets Group. As a condition to closing the Business Combination, the Company must relist its securities on The Nasdaq Stock Market.
On January 28, 2025, the Company and Tactical entered into Amendment No. 2 (the “Amendment No. 2”) to the Original Business Combination Agreement. Amendment No. 2 provides that certain recently issued convertible debentures of Tactical (and future issuances of convertible debentures by Tactical, if any, to the extent permitted under the Business Combination Agreement) shall be subject to the same terms under the Business Combination Agreement, and shall be subject to the same treatment upon closing of the business combination contemplated by the Original Business Combination Agreement, as certain existing convertible debentures issued by Tactical and already subject to the terms of the Business Combination Agreement.
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.
On July 30, 2025, the Company and Tactical entered into Amendment No. 3 (the “Amendment No. 3”) to the Original Business Combination Agreement. Amendment No. 3 provides for (a) an acknowledgement that Tactical may effect a reverse stock split prior to the closing at a ratio not to exceed 25 to 1; (b) an extension of the Agreement End Date (as defined in the Business Combination Agreement) to July 30, 2026; and (c) a lock-up of certain PubCo shares to be issued in the Business Combination. Specifically, Amendment No. 3 provides that 80% to 85% of the PubCo shares to be issued to stockholders of Tactical (the “Arrangement Consideration Shares”) shall be subject restrictions on transfer for a period of six months following the closing. In connection with Amendment No. 3, certain employees and affiliates of Tactical have entered into a Key Company Securityholder Lock-up Agreement whereby each of them has agreed that 100% of the Arrangement Consideration Shares issued to them shall be subject to restrictions on transfer for a period of six months following the closing.
On September 5, 2025, the Company, Tactical, Pubco, the Sponsor, and the Original Sponsor and certain shareholders of Plum entered into an amendment (the “Sponsor Support Agreement Amendment”) to the Sponsor Support Agreement, dated as of August 22, 2024 (as amended, the “Sponsor Support Agreement”).
The Sponsor Support Agreement Amendment provides that, immediately prior to the Closing of the Business Combination, to the extent that any Sponsor Incentive Units (as defined in the Sponsor Support Agreement) have not been transferred by the Sponsor to PIPE investors, Plum shareholders or other third parties as provided for in the Sponsor Support Agreement, such remaining Sponsor Incentive Units will be retained by the Sponsor subject to vesting based on the achievement of certain trading prices of the Pubco Common Shares after the Closing, as described in more detail in the Sponsor Support Agreement Amendment. In the event that such trading prices have not been achieved on or before the tenth anniversary of the Closing, such Sponsor Incentive Units shall be surrendered to Pubco for cancellation for no consideration and shall cease to represent any interest in Pubco, effective as of such date.
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On November 7, 2025, Pubco, Tactical and YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville”) entered into a standby equity purchase agreement (the “SEPA”) and a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for Pubco in the aggregate principal amount of up to $100,000,000. Additionally, Yorkville will advance $7,500,000 to Pubco in the form of a pre-paid advance evidenced by a convertible promissory note on the closing of the Business Combination, and another $2,500,000 to Pubco in the form of a second pre-paid advance with an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to the Registration Rights Agreement in connection with the SEPA, becomes effective. In addition, $30,000,000 may be available to Pubco in the form of a third pre-paid advance with an equivalent convertible note at such time as agreed to by Yorkville and Pubco (collectively, the “Yorkville Financing”). Each of the pre-paid advances is subject to an original issue discount, and further advances under the standby equity line are subject to conditions specified in the SEPA. The SEPA expires on the earlier of 36 months or use of all $100,000,000. The Company evaluated the advances under applicable accounting guidance and concluded that the instruments represent freestanding equity-linked financial instruments that are not eligible for equity classification due to contractual delivery limitations that may restrict the number of shares deliverable to the investor. Accordingly, the advances will be accounted for as derivative liabilities, measured at fair value with changes in fair value recognized in earnings. No advances were outstanding as of June 30, 2026 and December 31, 2025.
In addition, on November 7, 2025, the Sponsor entered into an Expenses Payment Agreement with Yorkville pursuant to which the sponsor agreed to transfer 1,000,000 Class B ordinary shares to the investor to facilitate the payment of up to $7.0 million of certain expenses related to the SEPA and the business combination. The Company determined that this arrangement represents the settlement of its obligations by a principal stockholder and, in accordance with applicable guidance, records the related expenses with a corresponding credit to additional paid-in capital. As of June 30, 2026 and December 31, 2025, no expenses related to the SEPA had been incurred.
On January 15, 2025, and with immediate effect, Mr. Michael Dinsdale resigned his position as a member of the board of directors (the “Board”) of Plum Acquisition Corp. III (the “Company”). Mr. Dinsdale was a member of the Board’s audit committee and chairman of the Board’s nominating committee. Mr. Dinsdale’s resignation was not the result of any disagreement with the Company on any matter relating to its operation, policies or practices.
On January 15, 2025 and with immediate effect, the Board appointed Mr. Hume Kyle to fill the vacancy resulting from Mr. Dinsdale’s resignation, to serve the remainder of Mr. Dinsdale’s term and to hold office until a successor is appointed or Mr. Kyle’s appointment is ratified. Mr. Kyle was also appointed as a member of the audit committee and as chairman of the nominating committee.
On February 21, 2025, Plum III Merger Corp. (“Merger Co.”) filed Amendment No. 1 to the Registration Statement on Form F-4 pursuant to which the Company will solicit approval of the Business Combination from the Company’s shareholders. On March 28, 2025, Merger Co. filed Amendment No. 2 to the Registration Statement on Form F-4. On May 22, 2025, Merger Co. filed Amendment No. 3 to the Registration Statement on Form F-4. On June 27, 2025, Merger Co. filed Amendment No. 4 to the Registration Statement on Form F-4. On September 8, 2025, Merger Co. filed Amendment No. 5 to the Registration Statement on Form F-4. On October 17, 2025, Merger Co. filed Amendment No. 6 to the Registration Statement on Form F-4. On November 10, 2025, Merger Co. filed Amendment No. 7 to the Registration Statement on Form F-4 (as amended, the “Form F-4”). On December 1, 2025, the proxy statement/prospectus was filed and the Form F-4 became effective.
In order to protect the amounts held in the Trust Account, the Original Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Original Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
On August 13, 2026, the Company consummated the previously announced Business Combination with Tactical pursuant to the terms of the Business Combination Agreement.
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Extraordinary General Meeting
On July 27, 2023, the Company held an Extraordinary General Meeting (the “July Extraordinary General Meeting”) whereby the shareholders approved an amendment to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”). The Amended and Restated Memorandum and Articles of Association extended the date by which the Company has to consummate a business combination from July 30, 2023 to July 30, 2024, or such earlier date as shall be determined by the Company’s board of directors. In connection with the July Extraordinary General Meeting, the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808. After those redemptions, approximately $153,169,659 remained in the Company’s trust account.
On January 29, 2024, the Company held an Extraordinary General Meeting (the “Extraordinary General Meeting”) whereby shareholders of the Company approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”) to January 30, 2025, or such earlier date as shall be determined by the Company’s board of directors and (ii) changed the name of the Company from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III.
In connection with the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal, the holders of 12,433,210 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.78 per share, for an aggregate redemption amount of $134,059,215. The payments for these redemptions took place on February 27, 2024, after which $24,629,032 remained in the Company’s Trust Account. As a result of the Extension Proposal being approved by the Company’s shareholders, the Original Sponsor, or its designee is no longer required to make monthly payments to the Company equal to the lesser of (a) an aggregate of $225,000 or (b) $0.03 per public share that remains outstanding. On August 2, 2023, September 7, 2023, October 10, 2023, November 10, 2023, January 10, 2024, and January 25, 2024 $225,000, or $1,350,000 in the aggregate, was deposited into the Company’s Trust Account.
On January 16, 2025, as approved by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Second Amended and Restated Memorandum and Articles of Association 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 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 holders of 2,132,366 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $11.24 per share, for an aggregate redemption amount of $23,975,464. After the redemptions, $1,707,149 remained in the Company’s Trust Account.
On July 15, 2025, as approved by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Third Amended and Restated Memorandum and Articles of Association on July 16, 2025, which extended the date by which the Company has to consummate a business combination to July 30, 2026, or such earlier date as shall be determined by the Company’s board of directors. The holders of 109,347 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.45 per share, for an aggregate redemption amount of $1,252,434.
On December 22, 2025, as approved by its shareholders at the extraordinary general meeting of shareholders, as of the close of business on November 7, 2025, the record date for the meeting, whereby the shareholders approved (1) the transfer of Plum by way of continuation from the Cayman Islands to the Province of British Columbia, Canada in accordance with the Company’s Fourth Amended and Restated Memorandum and Articles of Association and the Cayman Islands Companies Act (As Revised) and the domestication of the Company (the “Domestication”) as a British Columbia corporation in accordance with the applicable provisions of the Business Corporations Act (British Columbia), including the adoption of the Domestication Articles (the “Domestication Proposal”), (2) the Business Combination Proposal, (3) Advisory Organizational Documents Proposals, (4) Nasdaq Proposal, (5) Incentive Plan Proposal and (6) Adjournment Proposal.
On December 22, 2025, the holders of 24,136 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.61 per share, for an aggregate redemption amount of $280,219. The redemption is contingent upon the consummation of the Business Combination and will occur as promptly as practicable following the closing thereof; if the Business Combination is not consummated, the redeemed shares will be returned to the respective holders.
In connection with the consummation of the Business Combination, the Company completed the redemption of 24,136 Class A ordinary shares that had been validly elected for redemption in connection with the shareholder meeting held on December 22, 2025 (see Note 11).
Notices from the Listing Qualifications Department of The Nasdaq
On July 30, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.
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Pursuant to the Notice, unless the Company timely requested a hearing before The Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 6, 2024, and a Form 25-NSE would be filed with the U.S. Securities and Exchange Commission (the “SEC”), removing the Company’s securities from listing and registration on Nasdaq.
The Company timely requested a hearing before the Panel to appeal the Notice and to request sufficient time to complete an initial business combination. A hearing request stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on The Nasdaq Capital Market until the hearing process concluded and the Panel issued a written decision.
The hearing with the Panel was held on September 5, 2024. On September 23, 2024, the Company received notice from the Nasdaq Office of the General Counsel that the Panel granted the Company’s request for continued listing on Nasdaq. The continued listing determination related to the Company’s previously disclosed non-compliance with Nasdaq Listing Rule IM-5101-2, as set forth in the notice received from the Nasdaq Listing Qualifications Department on August 5, 2024, which requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Pursuant to the Panel’s decision, the Company was permitted to continue its listing on Nasdaq provided that, on or before January 27, 2025, the Company demonstrated compliance with all applicable initial listing standards of The Nasdaq Capital Market.
On August 8, 2024, the Company received a written notice (the “Second Notice”) from the Listing Qualifications Department of Nasdaq indicating that, for the last 32 consecutive business days, the Market Value of Listed Securities (“MVLS”) for the Company was below the $35 million minimum MVLS requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). The Second Notice was only a notification of deficiency, not of imminent delisting, and had no effect on the listing or trading of the Company’s securities.
On November 21, 2024, Nasdaq provided the Company with written confirmation that the Company regained compliance with the MVLS Rule.
On November 25, 2024, the Company received a written notice from the Nasdaq indicating that the Company was delinquent in filing its quarterly report on Form 10-Q for the quarterly period ended September 30, 2024. While the Notice had no immediate effect on the listing of the Company’s ordinary share or its public warrants on The Nasdaq Capital Market, it served as an additional basis for delisting the Company’s securities from the Nasdaq in light of the Company’s previously reported failure to complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement in accordance with Nasdaq Listing Rule IM-5101-2.
On January 28, 2025, the Company’s Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. Plum’s Class A ordinary shares, warrants and units are listed under the symbols “PLMJF,” “PLMWF,” and “PLMUF,” respectively. A Form 25-NSE was filed on July 10, 2025, which removed the Company’s securities from listing and registration on Nasdaq.
The Company is currently in discussions with Nasdaq to have the Pubco Common Shares accepted for listing on Nasdaq, which is a condition to the obligations of each party to consummate the Business Combination.
Liquidity and Going Concern
As of June 30, 2026, the Company had $25,593 in cash held outside of the Trust Account and working capital deficit of $6,462,988, which is not sufficient for the Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements. There is no assurance that the Company’s attempts to close an Initial Business Combination will be successful within the Second Combination Period. On January 3, 2024, the Company, the Sponsor and Palmeira Investment Limited (the “Investor”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which the Sponsor may raise up to $1,500,000 from the Investor to fund extension payments and working capital for the Company. Upon execution of the Subscription Agreement, the Investor funded $250,000. Subsequent thereto, the Investor funded an additional $500,000, for aggregate proceeds of $750,000. Additional amounts may be funded at the discretion of the Sponsor pursuant to the terms of the Subscription Agreement. At the closing of the Company’s initial business combination, the Sponsor will forfeit 0.85 Class B shares, and the Company will issue an equal number of shares of its ordinary share to the Investor, for each dollar funded by the Investor pursuant to the Subscription Agreement.
In July 2024, the Company entered into a promissory note with the Sponsor (the “Sponsor Promissory Note”), pursuant to which the Sponsor may loan up to $1,500,000 to the Company. The funds that will be loaned to the Company under the Sponsor Promissory Note consist of a portion of the up to $1,500,000 that was loaned to the Sponsor by the Investor. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the Company, at a price of $1.50 per warrant at the option of the Sponsor. On April 24, 2025, the Company and Sponsor entered an amendment to increase the maximum amount of the Sponsor Promissory Note to $2,200,000 and up to $2,200,000 may be converted into Private Placement Warrants at a price of $1.50 per warrant at the option of the Sponsor. The outstanding balance under the Sponsor Promissory Note as of June 30, 2026 and December 31, 2025 was $2,259,867 and $2,024,867, respectively.
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As of June 30, 2026, the Sponsor had entered into a series of agreements with various subscribers (the “Subscribers”) which resulted in the raising of $1,375,000. Under the terms of the agreement the Subscribers agreed to subscribe to a portion of the Sponsor’s Class B Ordinary Shares on a contingent basis in order to allow the Sponsor to fund such working capital to the Company. Pursuant to the agreement, at the closing of a business combination by the Company, upon election by the Sponsor, the Shares will be transferred to the Subscribers. There will be no accounting impact to the Company as a result of the sale of Sponsor’s Class B Ordinary Shares to Subscribers.
On January 23, 2025, the Company entered into a promissory note with the Sponsor (the “Second Sponsor Promissory Note”), pursuant to which the Sponsor loaned $100,000 to the Company. The Second Sponsor Promissory Note bears no interest. The principal amount is to be repaid at the earlier of (i) the consummation of the Business Combination, (ii) the date of liquidation, or (iii) 90 calendar days after entering into the promissory note. On May 6, 2025, the Second Sponsor Promissory Note was amended to extend the maturity date by an additional 180 calendar days, resulting in a new expiration date 270 calendar days from the original issuance. On March 30, 2026, the Second Sponsor Promissory Note was further amended to extend the maturity date to July 31, 2026. If the Company does not consummate the Business Combination or there is a liquidation, the Second Sponsor Promissory Note will not be repaid and the principal amount will be forgiven, except to the extent there are funds available to the Company outside of the Trust Account to make repayment. As of June 30, 2026 and December 31, 2025, the balance outstanding from the Sponsor Promissory Note and the Second Sponsor Promissory Note is $2,359,867 and $2,124,867.
On August 13, 2026, the Company consummated the previously announced Business Combination with Tactical pursuant to the terms of the Business Combination Agreement.
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 205-40 Presentation of Financial Statements- Going Concern, management has determined the liquidity conditions disclosed above raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these unaudited condensed financial statements are filed in the event the Business Combination is not completed. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 1, 2026. The interim results for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.
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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial and the quarterly valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, the initial and the quarterly valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the convertible Note (as defined in Note 5) required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $25,593 and $49,870 in cash as of June 30, 2026 and December 31, 2025, respectively. The Company did not have any cash equivalents as of June 30, 2026 and December 31, 2025.
Cash Held in Trust Account
All funds in the Trust Account have been placed in a demand deposit account. As of June 30, 2026 and December 31, 2025, the cash held in the Trust Account totaled $501,297 and $494,421, respectively.
Due from Merger Co.
The Company covered certain operating expenses on behalf of Merger Co., for which Merger Co. is responsible for reimbursement. As of June 30, 2026 and December 31, 2025, the Company was owed $27,500, for operating expenses incurred on behalf of Merger Co.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a binomial/lattice model and the fair value of the Founder Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). The Company determined the valuation of the Public Warrants using a Monte Carlo simulation model. The valuation of the Private Warrants slightly differed, as it was derived using the Black-Scholes option pricing model (see Note 9).
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Class A Ordinary Shares Subject to Possible Redemption
All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option, that remain unredeemed, contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, including in connection with shareholder votes or tender offers in connection with the Business Combination, as well as in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
On January 29, 2024, 12,433,210 Class A ordinary shares were tendered for redemption by shareholders for a total value of $134,059,215. The payment of these shares took place on February 27, 2024, after which 2,284,199 Class A ordinary shares subject to possible redemption remained outstanding. On January 16, 2025, 2,132,366 Class A ordinary shares were tendered for redemption by shareholders for a total value of $23,975,464. The payment of these shares took place on January 23, 2025, after which 151,833 Class A ordinary shares subject to possible redemption remained outstanding. On July 15, 2025, 109,347 Class A ordinary shares were tendered for redemption by shareholders for a total value of $1,252,434. The payment of these shares took place on July 21, 2025, after which 42,486 Class A ordinary shares subject to possible redemption remained outstanding. On December 22, 2025, the holders of 24,136 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.61 per share, for an aggregate redemption amount of $280,219. The redemption is contingent upon the consummation of the Business Combination and will occur as promptly as practicable following the closing thereof; if the Business Combination is not consummated, the redeemed shares will be returned to the respective holders.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
| Class A ordinary shares subject to possible redemption as of December 31, 2024 | $ | 25,630,285 | ||
| Redemption of Class A ordinary shares subject to redemption | (25,227,898 | ) | ||
| Remeasurement of Class A ordinary shares subject to redemption to redemption amount | 92,034 | |||
| Class A ordinary shares subject to possible redemption as of December 31, 2025 | $ | 494,421 | ||
| Remeasurement of Class A ordinary shares subject to redemption to redemption amount | 3,407 | |||
| Class A ordinary shares subject to possible redemption as of March 31, 2026 | $ | 497,828 | ||
| Remeasurement of Class A ordinary shares subject to redemption to redemption amount | 3,469 | |||
| Class A ordinary shares subject to possible redemption as of June 30, 2026 | $ | 501,297 |
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
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Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), or the Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,165 shares, or the effects of the 1,506,578 warrants that would be issuable upon conversion of the Subscription Loan (as defined in Note 5) in the calculation of income (loss) per share, because the exercise of the warrants are contingent upon the occurrence of future events. As of June 30, 2026 and December 31, 2025, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
During the three and six months ended June 30, 2026, the Company revised its presentation from a two-class method based on Class A ordinary shares and Class B ordinary shares to a presentation based on redeemable and non-redeemable ordinary shares. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Redeemable Class A | Non-Redeemable Class A and Class B |
Redeemable Class A | Non-Redeemable Class A and Class B |
Redeemable Class A | Non-Redeemable Class A and Class B |
Redeemable Class A | Non-Redeemable Class A and Class B |
|||||||||||||||||||||||||
| Basic and diluted net (loss) income per share: | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (4,046 | ) | $ | (754,862 | ) | $ | (111,375 | ) | $ | (773,568 | ) | $ | 19,392 | $ | 3,618,396 | $ | (192,697 | ) | $ | (1,056,786 | ) | ||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||
| Basic and diluted weighted average shares outstanding | 42,486 | 7,927,500 | 1,016,833 | 7,062,500 | 42,486 | 7,927,500 | 1,287,797 | 7,062,500 | ||||||||||||||||||||||||
| Basic and diluted net (loss) income per share | $ | (0.10 | ) | $ | (0.10 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | 0.46 | $ | 0.46 | $ | (0.15 | ) | $ | (0.15 | ) | ||||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Sponsor Promissory Note
The Company accounts for the Sponsor Promissory Note within the scope of ASC 815 and has elected to bifurcate the embedded derivative within the convertible promissory note. The fair value of the embedded conversion feature upon the issuance of the Sponsor Promissory Note was determined to be de minimis (see Note 5).
Share-Based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), which requires a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.
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Fair Value of Financial Instruments
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 9 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Over-Allotment Units, generating gross proceeds of $32,500,000.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Original Sponsor and certain Anchor Investors purchased an aggregate of 800,000 Units at a price of $10.00 per Private Placement Unit ($8,000,000 in the aggregate). Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”) and one-third of one redeemable warrant (the “Private Placement Warrants”), which is exercisable at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Second Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.
Simultaneously with the closing of the exercise of the over-allotment option (see Note 6), the Company consummated the sale of 65,000 Over-Allotment Private Placement Units at a purchase price of $10.00 per unit in a private placement to the Original Sponsor, generating gross proceeds of $650,000.
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NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 5, 2021, an affiliate of the Original Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 founder units (“Founder Units”), which were subsequently transferred to the Original Sponsor. Each Founder Unit consists of one Class B ordinary share and one-third of one warrant (the “Founder Warrants”) that has the same terms as the Private Placement Warrants (2,395,833 Founder Warrants in the aggregate). The Class B ordinary shares included in the Founder Units (“Founder Shares”) included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Original Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares upon completion of the Initial Public Offering. The Founder Warrants included an aggregate of up to 312,500 Founder Warrants subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units (see Note 6), leaving 125,000 Class B ordinary shares and 41,667 Founder Warrants subject to forfeiture. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares and 41,667 Founder Warrants were forfeited.
The Original Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell (i) any of their Founder Units or Founder Shares until the earliest of (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any of their Founder Warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, the Founder Units or Founder Shares will be released from the lock-up.
On December 27, 2023, the Company, the Original Sponsor, and the Sponsor entered into a purchase agreement (the “Purchase Agreement”), pursuant to which, at a closing on December 28, 2023, the Sponsor (i) purchased 3,902,648 founder units of the Company from the Original Sponsor, each unit consisting of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B ordinary share, which founder units are subject to forfeiture in certain circumstances, and (ii) became entitled to 70% of the 2,030,860 founder units that Original Sponsor placed in escrow at the Closing to the extent such founder units are allocated to investors who hold and do not redeem their Class A ordinary shares of the Company at the time of the Company’s initial business combination, for an aggregate purchase price of $1. Original Sponsor agreed to pay, or cause its affiliates to pay, certain liabilities of the Company accrued and outstanding as of the Closing. Following the closing, Original Sponsor has no further obligations with respect to the Company, and the Sponsor has assumed all obligations relating to the Company. Pursuant to the Amended Purchase Agreement, the Original Sponsor shall retain 665,000 Class A private placement units and 1,128,992 Class B founder units.
On August 22, 2024, the Company, the Original Sponsor, and the Sponsor entered into a second amendment to Purchase Agreement (“Amendment No. 2 to the Purchase Agreement”) which revises the founder-unit forfeiture and transfer mechanics by requiring the acquirer to absorb all forfeitures or investor incentive transfers up to 2,030,860 founder units, allocating excess forfeitures 78% to the acquirer and 22% to the sponsor, while also establishing that 2,030,860 sponsor units will be held in escrow for potential transfer to sponsor anchors, with any remaining escrowed units allocated 70% to the acquirer and 30% to the sponsor at closing. On September 5, 2025, the Company, the Original Sponsor, and the Sponsor entered into a third amendment to Purchase Agreement (“Amendment No. 3 to the Purchase Agreement”) that provides that any Sponsor Incentive Units (as defined in the Sponsor Support Agreement) that have been retained by the Sponsor after the Closing, up to half of such Sponsor Incentive Units may be transferred prior to the Closing to a third party, with any Sponsor Incentive Units remaining after such transfer subject to allocation between the Sponsor and the Original Sponsor as provided for in the Purchase Agreement.
The Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain shareholders of the Company pursuant to which, if such shareholders do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares (the “Non-Redeemed Shares”) in connection with the January 2024 Extraordinary General Meeting, the Sponsor agreed to transfer to such investors ordinary shares of the Company held by the Sponsor immediately following the consummation of an Initial business combination if they continue to hold such Non-Redeemed Shares through the Extraordinary General Meeting.
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Related Party Loans
In order to finance transaction costs in connection with the Business Combination, the Original Sponsor, the Sponsor or an affiliate of the Original Sponsor or the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
On August 15, 2023, the Company entered into a Working Capital Loan with APTM Sponsor Sub LLC (the “Affiliate”), in the principal sum of $1,500,000, expected to be funded on an as-needed basis. The principal balance shall be payable on the earlier of (i) the date on which the Company liquidates its Trust Account or (ii) the date on which the Company consummates a Business Combination. On August 24, 2023, September 6, 2023, September 28, 2023, September 29, 2023, October 11, 2023, and November 9, 2023, the Company withdrew $150,000, $225,000, $124,874, $225,126, $275,000 and $280,000 respectively, from the Working Capital Loan. As of June 30, 2026 and December 31, 2025, there was no principal amount outstanding under the Working Capital Loan, as the Working Capital Loan was forgiven by the Original Sponsor. The Working Capital Loan was forgiven by the Original Sponsor on December 27, 2023.
Subscription Agreement and Sponsor Promissory Note - Related Party
On January 3, 2024, the Company, the Sponsor, and Investor entered into a Subscription Agreement, pursuant to which the Sponsor may raise up to $1,500,000 from the Investor to fund extension payments to the Trust Account and working capital for the Company. Upon execution of the Subscription Agreement, the Investor funded $250,000. Subsequent thereto, the Investor funded an additional $500,000, for aggregate proceeds of $750,000. Additional amounts may be funded at the discretion of the Sponsor pursuant to the terms of the Subscription Agreement. At the closing of the Company’s initial Business Combination, the Sponsor will forfeit 0.85 Class B shares, and the Company will issue an equal number of shares of its ordinary share to the Investor, for each dollar funded by the Investor pursuant to the Subscription Agreement. If the Company’s initial Business Combination does not occur, the Sponsor will not forfeit any shares.
In July 2024, the Company entered into a promissory note with Mercury Capital (the “Sponsor Promissory Note”), pursuant to which the Sponsor may loan up to $1,500,000 to the Company. The funds that will be loaned to the Company under the Sponsor Promissory Note consist of a portion of the up to $1,500,000 that was loan to the Sponsor by the Investor pursuant to the Subscription Agreement. If the Company completes a Business Combination, the Company would repay the Sponsor Promissory Note. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Promissory Note, but no proceeds held in the Trust Account would be used to repay the Sponsor Promissory Note. Up to $1,500,000 of such loans may be convertible into warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. The Company accounts for the Sponsor Promissory Note within the scope of ASC 815 and has elected to bifurcate the embedded derivative within the convertible promissory note. The fair value of the embedded conversion feature upon the issuance of the Sponsor Promissory Note is de minimis.
On April 24, 2025, the Company and Sponsor entered an amendment to increase the maximum amount of the Sponsor Promissory Note to $2,200,000 and up to $2,200,000 may be converted into Private Placement Warrants at a price of $1.50 per warrant at the option of the Sponsor.
On March 18, 2025, April 28, 2025, June 4, 2025, September 29, 2025, December 15, 2025, February 11, 2026, April 2, 2026, April 24, 2026, and May 28, 2026, the Sponsor loaned $250,000, $100,000, $270,000, 100,000, $100,000, $40,000, $30,000, $100,000, and $65,000, respectively, to the Company pursuant to the Sponsor Promissory Note. The outstanding balance under the Sponsor Promissory Note as of June 30, 2026 and December 31, 2025 was $2,259,867 and $2,024,867, respectively. This balance includes deposits made into the Trust Account by the Sponsor of $112,500 each on January 9, 2024 and January 24, 2024, payments made by the Sponsor on behalf of the Company totaling $243,867, and total draws of $1,791,000.
On January 23, 2025, the Company entered into a promissory note with the Sponsor (the “Second Sponsor Promissory Note”), pursuant to which the Sponsor loaned $100,000 to the Company. The Second Sponsor Promissory Note bears no interest. The principal amount is to be repaid at the earlier of (i) the consummation of an Initial Business Combination, (ii) the date of liquidation, or (iii) 90 calendar days after entering into the promissory note. On May 6, 2025, the Second Sponsor Promissory Note was amended to extend the maturity date by an additional 180 calendar days, resulting in a new expiration date 270 calendar days from the original issuance. On March 30, 2026, the Second Sponsor Promissory Note was further amended to extend the maturity date to July 31, 2026. If the Company does not consummate the Business Combination or there is a liquidation, the Second Sponsor Promissory Note will not be repaid and the principal amount will be forgiven, except to the extent there are funds available to the Company outside of the Trust Account to make repayment. As of June 30, 2026 and December 31, 2025, the total outstanding balance of the Sponsor Promissory Note and Second Sponsor Promissory Note is $2,359,867 and $2,124,867, respectively.
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The Sponsor Promissory Note and Second Sponsor Promissory Note are reported as promissory note - related party on the accompanying condensed balance sheets.
Non-Redemption Agreements
On each of January 17, 2024, January 23, 2024, and January 24, 2024, the Company and the Sponsor entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with one or more unaffiliated third party or parties (the “Investors”) in exchange for each such third party or third parties agreeing not to redeem certain public Class A ordinary shares, $0.0001 par value per share of the Company sold in its initial public offering (the “Non-Redeemed Shares”) at the Adjourned Meeting. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor will assign an economic interest in certain of its Founder Shares to the Investor at the rate of one Founder Share for each four Non-Redeemed Shares. The Company estimated the aggregate fair value of 331,180 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $367,610 or $1.11 per share. The fair value was determined using a discount for the probability of an Initial Business Combination of 10.95% and a discount of 5% for the lack of redemption rights and the value per Founder Shares as of the valuation date of $10.71. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, the indirect economic interest in the Founder Shares was recognized by the Company as a capital contribution in accordance with Staff Accounting Bulletin Topic 5T by the Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.
Consulting Agreement - Stock Based Compensation
On February 12, 2024, the Sponsor entered into an independent contractor agreement and securities transfer agreement concurrently with the Company’s Chief Financial Officer, for services related to due diligence of potential business combination partners and assisting with the negotiation and closing of an initial business combination. The Chief Financial Officer is entitled to receive a fee for service of $12,500 paid in amounts of $6,250 semi-monthly until the Company completes its initial business combination. These payments will be recorded as operating expenses of the Company. Additionally, the Sponsor has agreed to transfer 365,000 Founder Shares and 175,000 Founder Warrants of the Company to the Chief Financial Officer. At the earlier of the termination of the agreement and an initial business combination, the Chief Financial Officer has agreed to surrender a portion of the Class B ordinary shares based on the cash compensation paid multiplied by 1.5, up to a maximum of 165,000 Founder Shares. Lastly, the Chief Financial Officer shall be paid a success fee of $50,000 that is contingent upon the closing of the initial business combination. The compensation expense related to the Founder Share transfer will be amortized on a straight-line basis from the grant date of February 12, 2024 (the date at which the independent contractor agreement was signed, and the date at which all parties reached a mutual understanding of the key terms and conditions of the share-based payment) to November 1, 2024 (vesting period of 8 months). Such Investment Advisory Agreement was accounted for under ASC 718. The Company estimated the fair value of the Founder Shares to be $177,555 or $0.89 per share. The value was calculated by taking the February 12, 2024 trading price of $10.50, multiplied by the Company’s estimated probability of completing the business combination on that day of 8.9%, further multiplied 95.0% to factor in a discount for lack of redemption ability of the Founder Shares prior to an Initial Business Combination The Company estimated the fair value of the Founder Warrants to be $17,500 or $0.10 per warrant, which was the trading price on February 12, 2024.
On June 30, 2024, the Sponsor entered into an amendment to the independent contractor agreement. In connection with the amendment, the Sponsor will now assign and transfer all 365,000 Founder Shares and 175,000 Founder Warrants only upon the closing of an Initial Business Combination, and the 165,000 Founder Shares are no longer subject to forfeiture based upon cash compensation paid. As such, the Company determined that this was a modification to the original agreement and for the year ended December 31, 2024, recorded a compensation expense of $158,875. No additional compensation will be recorded for the transfer of the shares until an Initial Business Combination has been consummated.
On December 31, 2025, the independent contractor agreement was terminated and, accordingly, the monthly consulting fee of $12,500 ceased effective as of that date. As a result, the Company did not incur any consulting fee expense related to this arrangement subsequent to December 31, 2025.
Securities Transfer Agreement
On May 22, 2024, the Sponsor and a third party (the “Recipient”) entered into a Securities Transfer Agreement, whereby the Sponsor will transfer 138,000 Founders Shares and 62,000 warrant to the Recipient as compensation for the provisioning of advisory service rendered to the SPAC. No compensation expense was recorded for the three and six months ended June 30, 2026 or 2025, as the Recipient did not start providing advisory services and therefore the award has not vested.
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On June 30, 2024, the Sponsor and the Recipient entered into an amendment to the Securities Transfer Agreement (the “Amended Securities Transfer Agreement”). Pursuant to the Amended Securities Transfer Agreement, the Sponsor will transfer 138,000 Founders Shares and 62,000 warrant to the Recipient upon successfully closing any business combination transaction involving the Company. In addition, the Recipient’s compensation would be in exchange for providing advisory services to the Sponsor. No compensation expense in respect of this arrangement was recorded for the three and six months ended June 30, 2026 or 2025, as the performance condition had not been met; the related expense will be recognized upon satisfaction of all conditions necessary to consummate the Business Combination.
NOTE 6. COMMITMENTS
Registration and Shareholder Rights Agreement
The holders of the Founder Units, Private Placement Units, warrants underlying the Founder Units and Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the warrants underlying the Founder Units and Private Placement Units and units issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares were forfeited.
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. On December 27, 2023, the underwriters agreed to waive their rights to their portion of the fee payable by the Company for deferred underwriting commissions, with respect to any potential business combination of the Company. Of the total $9,887,500 waived fee, $9,551,325 was recorded as a reduction to accumulated deficit and $336,175 was recorded as a gain on the waiver of deferred underwriting commissions by underwriters in the statements of operations, following a manner consistent with the original allocation of the deferred underwriting fees.
Service Agreement
On August 10, 2024, the Sponsor and Freya Advisory, LLC (the “Consultant”) entered into a services agreement which sets forth certain mutual benefits and obligations of the Consultant and Mercury Capital LLC with respect to certain services rendered by the Consultant to the Company. The services entail supervising and performing due diligence on potential business combination transaction in coordination with, and with direction from, the Company’s senior management. The term of the services agreement shall commence on August 10, 2024 and terminate upon the earlier of: (a) termination of this engagement at will in accordance with the terms of the Agreement; or (b) the consummation of a business combination. As compensation for the services rendered by the Consultant both before and during the term, the Company shall pay to the Consultant a success fee in the amount of $200,000 at the closing of the business combination involving the Company.
On January 6, 2025, the Company entered into a service agreement with KingsRock Securities LLC (“KingsRock”), pursuant to which KingsRock was engaged to provide advisory services in connection with the Company’s efforts to secure capital for its initial business combination (the “Capital Raise”). Services to be provided by KingsRock include identifying and introducing potential investors and facilitating discussions with such investors.
In consideration for these services, the Company agreed to pay KingsRock (i) a success fee equal to 2% of the aggregate capital raised from investors introduced by KingsRock, payable upon the closing of the Capital Raise, and (ii) a retainer fee of $22,500, payable in installments, which is creditable against the success fee.
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Standby Equity Purchase Agreement
On November 7, 2025, Pubco, Tactical and Yorkville entered into a standby equity purchase agreement (the “SEPA”) and a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for Pubco in the aggregate principal amount of up to $100,000,000. Additionally, Yorkville will advance $7,500,000 to Pubco in the form of a pre-paid advance evidenced by a convertible promissory note on the closing of the Business Combination, and another $2,500,000 to Pubco in the form of a second pre-paid advance with an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to the Registration Rights Agreement in connection with the SEPA, becomes effective. In addition, $30,000,000 may be available to Pubco in the form of a third pre-paid advance with an equivalent convertible note at such time as agreed to by the Yorkville and Pubco (collectively, the “Yorkville Financing”). Each of the pre-paid advances is subject to an original issue discount, and further advances under the standby equity line are subject to conditions specified in the SEPA. The SEPA expires on the earlier of 36 months or use of all $100,000,000. The Company evaluated the advances under applicable accounting guidance and concluded that the instruments represent freestanding equity-linked financial instruments that are not eligible for equity classification due to contractual delivery limitations that may restrict the number of shares deliverable to the investor. Accordingly, the advances will be accounted for as derivative liabilities, measured at fair value with changes in fair value recognized in earnings. No advances were outstanding as of June 30, 2026 and December 31, 2025.
In addition, on November 7, 2025, the Sponsor entered into an Expenses Payment Agreement with the investor pursuant to which the Sponsor agreed to transfer 1,000,000 Class B ordinary shares to the investor to facilitate the payment of up to $7.0 million of certain expenses related to the SEPA and the business combination. The Company determined that this arrangement represents the settlement of its obligations by a principal stockholder and, in accordance with applicable guidance, records the related expenses with a corresponding credit to additional paid-in capital. As of June 30, 2026 and December 31, 2025, no expenses related to the SEPA had been incurred.
Asset Purchase Agreement
On April 7, 2026, PubCo, Sierra Blanca Quarry, LLC, a limited liability company existing under the laws of the State of Texas (“Seller”), and Tactical (or “Buyer”) 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 the Company, Tactical and PubCo.
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 or 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.
Risks and Uncertainties
Ongoing global conflicts, including the war in Ukraine and the Russian sanctions, the Israel-Hamas war, and the conflict in Iran, continue to create significant geopolitical and economic uncertainty. The Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected by these uncertainties. In addition, the Company’s ability to operate following the contemplated business combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. Also, the Company is currently in discussions with Nasdaq to have the Pubco Common Shares accepted for listing on Nasdaq, which is a condition to the obligations of each party to consummate the Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company evaluated the provisions of the OBBBA and determined that adoption of the new law did not have a material impact on its unaudited condensed financial statements or related disclosures.
NOTE 7. WARRANTS
As of June 30, 2026 and December 31, 2025, there were 2,354,166 Founder Warrants, 288,333 Private Placement Warrants, and 9,416,666 Public Warrants outstanding. The exercise price of all warrants noted is $11.50.
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants, Private Placement Warrants, and Founder Warrants will become exercisable 30 days after the completion of an Initial Business Combination. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Founder Warrants and the Private Placement Warrants will also expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation.
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The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoint, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of an Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00—Once the warrants become exercisable, the Company may call the warrants for redemption (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the last reported closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities). |
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:
| ● | in whole and not in part; |
| ● | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; and |
| ● | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities) on the trading day before the Company sends the notice of redemption to the warrant holders. |
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The fair market value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates an initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company accounts for the 9,705,000 warrants issued in connection with the Initial Public Offering (including 9,416,666 Public Warrants and 288,333 Private Placement Warrants) and the 2,354,166 Founder Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The Founder Warrants and Private Placement Warrants are precluded from equity classification due to a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. The Public Warrants are precluded from equity classification due to a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 65% of the outstanding ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants.
The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value at issuance. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units in the Initial Public Offering equal to its fair value. The Private Placement Warrants were allocated a portion of the proceeds from the issuance of the Private Placement Units equal to its fair value. The warrant liabilities are subject to re-measurement at each condensed balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each condensed balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 907,486 Class A ordinary shares issued and outstanding, including 42,486 Class A ordinary shares subject to possible redemption.
Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 7,062,500 Class B ordinary shares issued and outstanding.
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Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
NOTE 9. FAIR VALUE MEASUREMENTS
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Amount at Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||
| June 30, 2026 | ||||||||||||||||
| Assets | ||||||||||||||||
| Cash held in Trust Account: | ||||||||||||||||
| Interest-bearing demand deposit | $ | 501,297 | $ | $501,297 | $ | — | $ | — | ||||||||
| Liabilities | ||||||||||||||||
| Warrant liability – Founder Warrants | $ | 489,667 | $ | — | $ | — | $ | 489,667 | ||||||||
| Warrant liability – Private Placement Warrants | $ | 59,973 | $ | — | $ | — | $ | 59,973 | ||||||||
| Warrant liability – Public Warrants | $ | 1,883,333 | $ | — | $ | 1,883,833 | $ | — | ||||||||
| December 31, 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Cash held in Trust Account: | ||||||||||||||||
| Interest-bearing demand deposit | $ | 494,421 | $ | 494,421 | $ | — | $ | — | ||||||||
| Liabilities | ||||||||||||||||
| Warrant liability – Founder Warrants | $ | 1,337,166 | $ | — | $ | — | $ | 1,337,166 | ||||||||
| Warrant liability – Private Placement Warrants | $ | 163,774 | $ | — | $ | — | $ | 163,774 | ||||||||
| Warrant liability – Public Warrants | $ | 5,085,000 | $ | — | $ | 5,085,000 | $ | — | ||||||||
The measurement of the Public Warrants as of June 30, 2026 and December 31, 2025 is classified as Level 2 due to insufficient trading activity. The fair value of the Public Warrants was $0.20 and $0.54 per warrant as of June 30, 2026 and December 31, 2025, respectively.
As of June 30, 2026 and December 31, 2025, the Company utilized a Black-Scholes Option Pricing model for the valuation of the Founder Warrants and Private Placement Warrants. The fair value of the Founder Warrants and Private Placement Warrants was $0.208 and $0.570 per warrant as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, the Founder Warrants and Private Placement Warrants are classified as Level 3 due to the use of a Black-Scholes Option Pricing model.
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The following table provides quantitative information regarding the warrant liability Level 3 fair value measurements:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trading stock price | $ | 11.80 | $ | 11.64 | ||||
| Exercise price | $ | 11.50 | $ | 11.50 | ||||
| Expected term (in years) | 5.12 | 5.13 | ||||||
| Volatility | 10.0 | % | 12.5 | % | ||||
| Risk-free rate | 4.11 | % | 3.68 | % | ||||
| Market adjustment | 7.8 | % | 22.4 | % | ||||
| Estimated merger date | August 13, 2026 | February 15, 2026 | ||||||
The following table presents changes in fair value of the Level 3 warrant liabilities :
| Founder | Private | Total | ||||||||||
| Warrant | Warrant | Warrant | ||||||||||
| Liabilities | Liabilities | Liabilities | ||||||||||
| Fair value as of December 31, 2025 | $ | 1,337,166 | $ | 163,774 | $ | 1,500,940 | ||||||
| Change in fair value | (946,374 | ) | (115,911 | ) | (1,062,285 | ) | ||||||
| Fair value as of March 31, 2026 | $ | 390,792 | $ | 47,863 | $ | 438,655 | ||||||
| Change in fair value | 98,875 | 12,110 | 110,985 | |||||||||
| Fair value as of June 30, 2026 | $ | 489,667 | $ | 59,973 | $ | 549,640 | ||||||
| Founder | Private | Total | ||||||||||
| Warrant | Warrant | Warrant | ||||||||||
| Liabilities | Liabilities | Liabilities | ||||||||||
| Fair value as of December 31, 2024 | $ | 423,750 | $ | 51,900 | $ | 475,650 | ||||||
| Change in fair value | (7,062 | ) | (865 | ) | (7,928 | ) | ||||||
| Fair value as of March 31, 2025 | $ | 416,687 | $ | 51,035 | $ | 467,723 | ||||||
| Change in fair value | 47,083 | 5,767 | 52,850 | |||||||||
| Fair value as of June 30, 2025 | $ | 463,771 | $ | 56,802 | $ | 520,573 | ||||||
For the three and six months ended June 30, 2026, the Company recognized a loss of $478,235, and a gain of $4,152,966, respectively, on the changes in the fair value of warrant liabilities in the statements of operations. For the three and six months ended June 30, 2025, the Company recognized losses of $241,183 and $139,089, respectively, on the changes in the fair value of warrant liabilities in the statements of operations.
NOTE 10. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| June 30, 2026 | December
31, 2025 | |||||||
| Trust Account | $ | 501,297 | $ | 494,421 | ||||
| Cash | $ | 25,593 | $ | 49,870 | ||||
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| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expenses | $ | 284,142 | $ | 659,031 | $ | 522,054 | $ | 1,191,762 | ||||||||
| Interest and dividend income on cash held in Trust Account | $ | 3,469 | $ | 15,271 | $ | 6,876 | $ | 81,368 | ||||||||
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On August 13, 2026, the Company consummated the previously announced Business Combination with Tactical pursuant to the terms of the Business Combination Agreement.
In connection with the consummation of the Business Combination, the Company completed the redemption of 24,136 Class A ordinary shares that had been validly elected for redemption in connection with the shareholder meeting held on December 22, 2025. In addition, holders of 1,570 Class A ordinary shares elected to redeem their shares in connection with the closing of the Business Combination. The redeeming shareholders received approximately $11.82 per share, for an aggregate redemption amount of approximately $303,794.
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Exhibit 15.10
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Shell Company Report on Amendment No. 1 to Form 20-F of our report dated April 1, 2026 with respect to the financial statements of Plum Acquisition Corp. III appearing in the Shell Company Report on Form 20-F of Plum III Merger Corp. (n/k/a Tactical Resources Corp.).
/s/ Marcum LLP
Houston, Texas
September 21, 2026