PLMKWHIGH SIGNALOPERATIONAL10-K
PLMKW has entered into a definitive business combination agreement with Controlled Thermal Resources Holdings Inc., transitioning from a general SPAC seeking targets to having a concrete merger partner identified.
This represents a critical milestone for the SPAC as it moves from the target identification phase to execution, with the combined entity expected to operate through CTR's existing business platform. The filing indicates progress toward completing the SPAC's fundamental purpose, though success still depends on securing required shareholder approvals from both companies and satisfying customary closing conditions.
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LANGUAGE CHANGES
NEW — 2026-03-31
PRIOR — 2025-03-31
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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.
The proposed Merger is expected to be consummated after receipt of the required approvals by our shareholders and CTR s stockholders and the satisfaction or waiver of certain other customary conditions.
The Merger and Consideration Following the Domestication, at the Effective Time (as defined in the Business Combination Agreement), by virtue of the Merger, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $0.0001 per share, of the surviving company.
The Class B Conversion At the Effective Time, by virtue of the Merger and the applicable provisions of the certificate of incorporation of Domesticated Plum IV (the Domesticated Purchaser Charter ), each share of Domesticated Purchaser Class B Common Stock then issued and outstanding shall be automatically cancelled and extinguished and converted into one (1) share of Domesticated Purchaser Common Stock.
Lock-Up Agreement In connection with the Business Combination, simultaneously with the closing, we, our sponsor and certain stockholders of CTR (such holders, collectively, the Lock-Up Parties ) will enter into a Lock-Up Agreement (the Lock-Up Agreement ).
Competition We have encountered and, if the business combination with CTR is not completed, may in the future encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
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.
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.
In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization ( NATO ) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.
Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.
The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.
Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.
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