Plum Acquisition Corp, IV 8K

Amendment No. 2 to the Plum Acquisition Corp. IV–Controlled Thermal Resources Business Combination Agreement significantly revises the earnout structure, antitrust filing obligations, non-redemption share issuance, outside date, and valuation for their pending de-SPAC transaction.

On July 6, 2026, Plum Acquisition Corp. IV, its wholly owned subsidiary Plum IV Merger Sub Inc., and Controlled Thermal Resources Holdings Inc. entered into Amendment No. 2 to their March 8, 2026 Business Combination Agreement (previously amended May 15, 2026), revising key economic and procedural terms of their pending de-SPAC transaction. The amendment materially restructures the earnout so that pre-merger shareholders of Controlled Thermal Resources can receive up to 70,000,000 additional shares of Domesticated Purchaser Common Stock over a ten-year period based on achieving specified VWAP price thresholds between $12.50 and $30.00, with all remaining earnout shares becoming immediately issuable upon a defined change-of-control event and subject to customary anti-dilution adjustments. It also clarifies and shares responsibilities and timing for required antitrust and HSR Act filings (with a latest filing date of September 30, 2026 and a 50/50 split of applicable regulatory fees between the company and purchaser), authorizes the issuance of up to 3,000,000 additional “Non-Redemption Shares” to certain non-redeeming SPAC shareholders or the sponsor as consideration for agreeing not to redeem or transfer their shares (explicitly in addition to the aggregate merger consideration), extends the transaction outside date for satisfying closing conditions to April 30, 2027, and increases the defined Public Company (Pre-Capital Raise) Valuation to $3.15 billion, while replacing an existing schedule to the agreement. Except as amended, all other provisions of the Business Combination Agreement remain in effect, and the amendment is executed by the authorized officers of each party.

Filing Facts

CIK

2030482

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-077224

Alert Tier

7