ADDED
Risk Factors, elsewhere in this Annual Report and in our other filings with the SEC, including in our preliminary prospectus/proxy statement included in a Registration Statement on Form S-4 that we intend to file with the SEC, relating to the proposed business combination with CTR (the S-4 Registration Statement ).
On April 25, 2025, our sponsor transferred 25,000 founder shares to our fourth independent director.
1 Proposed Business Combination Business Combination Agreement On March 8, 2026, we entered into a business combination agreement (the Business Combination Agreement ) by and among us, Plum IV Merger Sub, Inc., a Delaware corporation and our direct wholly owned subsidiary ( Merger Sub ), and Controlled Thermal Resources Holdings Inc., a Delaware corporation ( CTR ), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into CTR (the Merger ), with CTR continuing as the surviving company.
The transactions contemplated by the Business Combination Agreement are referred to in this Annual Report as the Business Combination.
The combined company s business is expected to continue to operate through CTR.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
Form 10-K Summary 56 SIGNATURES 57 i CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K ( Annual Report ) or unless the context otherwise requires, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association in effect as of the date hereof; Cohen are to Cohen Company Capital Markets, a division of J.V.B.
Risk Factors, elsewhere in this Annual Report and in our other filings with the SEC.
We may be unable to complete our initial business combination.
For example, geopolitical instability emanating from the ongoing conflict between Russia and the Ukraine as well as tensions in the Middle East following Hamas invasion of Israel on October 7, 2023, could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.