Plum Acquisition Corp, IV 8-K

What Happened
Plum Acquisition Corp. IV (PLMK) announced on March 12, 2026 that it signed a Business Combination Agreement (dated March 8, 2026) to merge its Merger Sub into Controlled Thermal Resources Holdings Inc., with Controlled Thermal Resources continuing as the operating, surviving company. Prior to closing Plum IV will domesticate from the Cayman Islands to Delaware. The parties intend to register the transaction on Form S-4, hold a shareholder vote, and list the combined company’s common stock (and warrants) on Nasdaq or the NYSE.

Key Details

• Closing conditions include an effective S-4/Proxy Statement, listing approval, HSR/antitrust clearance, and Available Closing Cash of at least $100,000,000.
• PIPE and financing: Sponsor/PIPE Investors will fund at least $15,000,000 at closing; Plum IV will seek convertible bridge note subscriptions for at least $10,000,000.
• Earnout: Company stockholders can receive up to 100,000,000 additional shares over 10 years, issued in eight tranches of 12,500,000 shares tied to VWAP thresholds ranging from $12.50 to $30.00 (20 of 30 trading-day VWAP tests).
• Governance & equity: Post-closing board will have five directors (four designated by Controlled Thermal Resources, one by Plum IV). An Equity Incentive Plan with ~10% initial share reserve (fully diluted) and a 2.5% annual evergreen is planned.
• Transaction support: Certain Company stockholders holding at least 60% of votes agreed to vote in favor; up to 2,000,000 shares may be issued to holders who agree not to redeem.

Why It Matters
This agreement sets the path for Controlled Thermal Resources to become the operating business of a publicly listed company through PLMK. Important near‑term milestones for investors are the S‑4/proxy filing and shareholder vote, obtaining listing approval, and meeting the $100M closing cash requirement. The deal includes multiple financing elements (PIPE, bridge note) and a large earnout that could significantly dilute public shareholders if share‑price milestones are met. The Outside Date for closing is December 31, 2026, and several deadlines (e.g., Material Consents by May 7, 2026) and customary closing conditions mean the transaction is not certain until those conditions are satisfied.