Exhibit 15.6

 

Plum III Merger Corp.

INDEX TO THE FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm 1
Financial Statements:  
Balance Sheets as of December 31, 2025 and 2024 2
Statements of Operations for the year ended December 31, 2025 and the period from August 8, 2024 (inception) to December 31, 2024 3
Statements of Changes in Stockholder’s Deficit for the year ended December 31, 2025 and the period from August 8, 2024 (inception) to December 31, 2024 4
Statements of Cash Flows for the year ended December 31, 2025 and the period from August 8, 2024 (inception) to December 31, 2024 5
Notes to Financial Statements 6-11

 

i

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholder and the Board of Directors of Plum III Merger Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Plum III Merger Corp. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholder’s deficit and cash flows for the year ended December 31, 2025 and for the period from August 8, 2024 (inception) to December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from August 8, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has not generated revenue since inception and as of December 31, 2025 has a working capital deficit of $85,809 and an accumulated deficit of $85,809. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Manning Elliott LLP

 

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

May 25, 2026

 

We have served as the Company’s auditor since 2024.

 

1

 

 

PLUM III MERGER CORP

BALANCE SHEETS

 

   December 31,
2025
   December 31,
2024
 
         
ASSETS        
Cash  $-   $- 
           
TOTAL ASSETS  $-   $- 
           
LIABILITIES          
Accounts payable  $42,971   $16,027 
Accrued expenses   15,338    26,000 
Due to related party   27,500    - 
Total current liabilities   85,809    42,027 
           
TOTAL LIABILITIES   85,809    42,027 
           
STOCKHOLDER’S DEFICIT          
Common stock, no par value; unlimited shares authorized; 100 issued and outstanding   -    - 
Additional paid-in capital   -    - 
Accumulated deficit   (85,809)   (42,027)
Total stockholder’s deficit   (85,809)   (42,027)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT  $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

2

 

 

PLUM III MERGER CORP.

STATEMENTS OF OPERATIONS

 

   For the
year ended
December 31,
2025
   For the period from
August 8, 2024
(inception) to December 31, 2024
 
Operating expenses          
General and administrative  $43,782   $42,027 
Loss from operations  $(43,782)  $(42,027)
           
Net loss and comprehensive loss  $(43,782)  $(42,027)
           
Weighted average number of shares of common stock outstanding, basic and diluted   100    100 
Basic and diluted net loss per share of common stock  $(437.82)  $(420.27)

 

The accompanying notes are an integral part of these financial statements.

 

3

 

 

PLUM III MERGER CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT

FOR THE PERIOD FROM AUGUST 8, 2024 (INCEPTION) TO DECEMBER 31, 2024

 

   Common Stock   Additional
Paid-in
   Accumulated    Total Stockholder’s  
   Shares   Amount   Capital   Deficit   Deficit 
Balance, August 8, 2024 (inception)   -   $-   $-   $-   $- 
Shares issued for common stock   100    -    -    -    - 
Net loss   -    -    -    (42,027)   (42,027)
Balance, December 31, 2024   100    -    -    (42,027)   (42,027)
Net loss   -    -    -    (43,782)   (43,782)
Balance, December 31, 2025   100   $-   $-   $(85,809)  $(85,809)

 

The accompanying notes are an integral part of these financial statements. 

 

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PLUM III MERGER CORP.

STATEMENTS OF CASH FLOWS

 

   For the
year ended
December 31,
2025
   For the
period from
August 8,
2024
(inception) to
December 31,
2024
 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss  $(43,782)  $(42,027)
Adjustments to reconcile net income to net cash used in operations:          
Changes in operating assets and liabilities:          
Accounts payable   26,944    16,027 
Accrued expenses   (10,662)   26,000 
CASH USED IN OPERATING ACTIVITIES   (27,500)   - 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Due to related party   27,500    - 
CASH PROVIDED BY FINANCING ACTIVITIES   27,500    - 
           
NET CHANGE IN CASH   -    - 
Cash, beginning of period   -    - 
Cash, end of period  $-   $- 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for taxes  $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

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PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

Note 1. Organization

 

Description of Business

 

Plum III Merger Corp. (the “Company”, “Pubco”) was incorporated in British Columbia on August 8, 2024 for the purpose of merging with Plum Acquisition Corp. III, a Cayman Islands exempt company (“Plum”) prior to the transactions contemplated in the Business Combination Agreement (see Note 5), to facilitate the consummation of a business combination. The Company will become the ultimate parent company following the transactions contemplated in the Business Combination Agreement.

 

Note 2. Liquidity and Going Concern

 

For year ended December 31, 2025, the Company has not generated revenue and reported a net loss of $43,782. As of December 31, 2025, the Company had an aggregate cash of $Nil and a net working capital deficit of $85,809. These conditions cast substantial doubt on the Company’s ability to continue as a going concern.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern even though events and conditions exist that when considered in aggregate raise substantial doubt about the Company’s ability to continue as going concern. Management plans to complete the proposed Business Combination (see Note 5) by July 30, 2026 (the “Agreement End Date”). Ongoing operations are dependent upon the Company consummating the proposed Business Combination and if the Company is unsuccessful, operations would cease except for the purpose of liquidating.

 

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These 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 3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements are presented in U.S. dollars which is also the Company’s functional currency and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the FASB in these accompanying notes to the financial statements are to the FASB Accounting Standards Codification (“ASC”).

 

The Company’s fiscal year end is December 31.

 

Emerging Growth Company Status

 

The Company is expected to be an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult.

 

Further, the Company may take advantage of certain other 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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PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

Use of Estimates

 

The preparation of the accompanying financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

There were no significant estimates for the year ended December 31, 2025 and the period from August 8, 2024 (inception) to December 31, 2024.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of December 31, 2025 and 2024.

 

Financials Instruments

 

ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The financial instruments consist principally of accounts payable and accrued expenses. The Company believes that the recorded values of the financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments.

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheets as of December 31, 2025 and 2024.

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including preferred stock and convertible notes, to the extent dilutive. There were not potential diluted common stock equivalents for the year ended December 31, 2025 and the period from August 8, 2024 (inception) to December 31, 2024.

 

Income Taxes

 

The Company accounts for income taxes pursuant to the provision of ASC 740-10, Accounting for Income Taxes (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

 

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PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

The Company follows the provision of ASC 740-10 related to accounting for uncertain income tax positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

 

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

 

For tax positions considered effectively settled, the Company recognizes the full amount of the associated tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

 

New Accounting Pronouncements

 

Recently adopted accounting pronouncements

 

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company adopted ASU 2023-09 for the fiscal year beginning January 1, 2026. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements or related disclosures.

 

Note 4. Stockholders’ Deficit

 

Common stock – The Company is authorized to issue an unlimited number of shares of common stock with no par value. As of December 31, 2025 and 2024, there were 100 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one vote.

 

Note 5. Commitments and Contingencies

 

Business Combination Agreement

 

On August 22, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Plum, Plum III Amalco Corp., a corporation formed under the Laws of the Province of British Columbia and a direct, wholly owned Subsidiary of Plum (“Amalco”), and Tactical Resources Corp., a corporation formed under the Laws of the Province of British Columbia (the “TRC”). The Company entered into the first, second and third amendment to the Business Combination Agreement on December 10, 2024, January 28, 2025 and July 30, 2025, respectively (“Amendment No. 1”, “Amendment No. 2” and “Amendment No. 3”, respectively).

 

Subject to its terms and conditions, the Business Combination Agreement provides that (a) Plum shall change its jurisdiction of incorporation by transfer by way of continuation from the Cayman Islands to the Province of British Columbia, Canada (the “Domestication”); (b) following the Domestication and at the closing of the Transactions (the “Closing”), Plum and Pubco shall 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 (the “SPAC Amalgamation”); and (c) immediately following the SPAC Amalgamation, TRC and Amalco shall amalgamate (the “TRC Amalgamation” and, together with the SPAC Amalgamation, the “Amalgamations”) pursuant to a Plan of Arrangement under the BCBCA, except that the legal existence of TRC will not cease and TRC will survive the amalgamation as a direct, wholly owned subsidiary of Pubco.

 

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, among other things, upon a delisting from the Nasdaq stock market on January 27, 2025, Plum will use commercially reasonable efforts to list its securities on the OTC Markets Group. As a condition to closing the Business Combination, Plum must relist its securities on the Nasdaq stock market. Amendment No.1 also provides that Plum will amend its Amended and Restated Memorandum of Articles of Association (the “Articles”) to extend the deadline to consummate its initial business combination to July 30, 2025 and remove the requirement to have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, its initial business combination.

 

8

 

 

PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

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 TRC (and future issuances of convertible debentures by TRC, 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, as certain existing convertible debentures issued by TRC and already subject to the terms of the Business Combination Agreement.

 

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, Plum, Tactical, Mercury Capital LLC (the “Sponsor”), and Alpha Partners Technology Merger Sponsor LLC (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 Company’s 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 the Company for cancellation for no consideration and shall cease to represent any interest in the Company, effective as of such date.

 

Conditions to Consummation of the Business Combination – The proposed Business Combination is expected to be consummated after the satisfaction or waiver of certain customary conditions, including, among others, (a) receipt of the requisite approval for the Business Combination from Plum’s shareholders and TRC’s shareholders; (b) each of the Interim Order and Final Order having been granted in form and substance satisfactory to the parties and not set aside or modified in a manner unacceptable to the parties; (c) receipt of all applicable Regulatory Approvals; (d) the effectiveness of the Proxy/Registration Statement and the absence of a stop order being issued or the threat or initiation of stop order by the SEC; (e) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combination; (f) the approval of the Pubco Common Shares and the Pubco Warrants being issued in connection with the Business Combination for listing on the Nasdaq Stock Market; (g) the exemption of the distribution of the Pubco Common Shares from the prospectus and registration requirements of applicable securities Laws in Canada; and (h) after giving effect to any SPAC Share Redemptions, Pubco having at least $5,000,001 of net tangible assets.

 

In addition, unless waived by Plum, Pubco, and Amalco, the obligations of Plum, Pubco, and Amalco to consummate the Transactions are subject to the satisfaction of the following closing conditions, amongst others: (i) the representations and warranties of TRC being true and correct on and as of the Closing (subject, in certain cases, to certain materiality or Material Adverse Effect qualifications); (ii) TRC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any TRC Material Adverse Effect since the date of the Business Combination Agreement which is continuing ; and (iv) TRC having delivered or caused to be delivered certain deliverables under the Business Combination Agreement.

 

Unless waived by TRC, the obligations of TRC to consummate the Transactions are subject to the satisfaction of the following closing conditions, amongst others: (i) the representations and warranties of Pubco, Plum, and Amalco being true and correct on and as of the Closing (subject, in certain cases, to certain materiality or Material Adverse Effect qualifications); (ii) each of Pubco, Plum, and Amalco having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any SPAC Material Adverse Effect since the date of the Business Combination Agreement which is continuing;(iv) the deposit of a number of Pubco Common Shares in escrow pursuant to the Plan of Arrangement; and (v) TRC having delivered or caused to be delivered certain deliverables under the Business Combination Agreement.

 

9

 

 

PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

Termination – The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (a) by mutual written consent of TRC and Plum; (b) by either TRC or Plum if the Closing shall not have occurred by the Agreement End Date; (c) by either TRC or Plum if any Governmental Authority shall have issued an order or taken any other action that has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (d) by TRC if, prior to obtaining the required approvals from Plum’s shareholders, there has been a modification in the recommendation of the board of directors of Plum relating to the Business Combination; (e) by Plum if, prior to obtaining the required approvals from TRC’s shareholders, there has been a modification in the recommendation of the board of directors of TRC relating to the Business Combination; (f) by either TRC or Plum if (i) the required approvals from Plum’s shareholders are not obtained after the conclusion of a meeting of Plum’s shareholders duty convened therefore, or (ii) the required approvals from TRC’s shareholders are not obtained after the conclusion of a meeting of TRC’s shareholders duly convened therefor; (g) by TRC at any time prior to receipt of required approvals from the TRC’s shareholders in connection with a TRC Superior Proposal or a TRC Intervening Event; (h) by TRC if evidence of approval of the holders of common shares of Pubco and Amalco has not been delivered to TRC within 24 hours following the execution of the Business Combination Agreement; (j) by Plum if there is any breach of any representation, warranty, covenant, obligation or agreement of TRC such that any of the conditions to the obligations of Plum would not be satisfied prior to Closing and which remains uncured, provided that Plum is not then in material breach of the Business Combination Agreement; and (k) by TRC if there is any breach of any representation, warranty, covenant, obligation or agreement of Plum such that any of the conditions to the obligations of Plum would not be satisfied prior to Closing and which remains uncured, provided that TRC is not then in material breach of the Business Combination Agreement.

 

If the Business Combination Agreement is validly terminated by Plum pursuant to clause (e) above or by TRC pursuant to clause (g) above, then TRC will pay to Plum a termination fee in an amount equal to the sum of (i) $2,000,000 and (ii) the lesser of $2,500,000 and the reasonable and documented third-party, out-of-pocket fees and expenses incurred and payable by or on behalf of Plum in connection with the Transactions. If the Business Combination Agreement is validly terminated by TRC pursuant to clause (d) above, then Plum shall pay to TRC a termination fee in an amount equal to the sum of (i) $2,000,000 and (ii) the lesser of $2,500,000 and the reasonable and documented third-party, out-of-pocket fees and expenses incurred and payable by or on behalf of TRC in connection with the Transactions.

 

Business Combination Effectiveness – The Company’s registration statement on Form F-4 (the “Registration Statement”) in connection with the Business Combination Agreement among the Company, Tactical, Plum, and Amalco was declared effective on December 1, 2025.

 

On December 16, 2025, the Tactical shareholders approved the Business Combination Agreement. On December 22, 2025, the Plum stockholders approved the Business Combination Agreement. The TRC intends to list its common shares on the Nasdaq Stock Market in the second quarter of 2026.

 

Standby Equity Purchase Agreement (the “SEPA”)

 

On November 7, 2025, the Company, Tactical, and YA II PN, Ltd (“Yorkville”) entered into a financing agreement (the “SEPA”) and a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for the Company in an aggregate principal amount of up to $100,000,000. Yorkville is to advance $7,500,000 to the Company in the form of a first pre-paid advance evidenced by a convertible promissory note on the closing of the Business Combination, and another $2,500,000 to the Company 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. A third pre-paid advance of $30,000,000 may be available to the Company with an equivalent convertible note at such time as agreed to by Yorkville and the Company (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.

 

Pursuant to the SEPA, Yorkville has a right of first refusal for 24-months from the date of entering into the SEPA for any at-the-market offering program pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended.

 

Pursuant to the Registration Right Agreement, the Company will file within 30 calendar days of closing of the Business Combination a registration statement on Form F-1 registering the SEPA. The Company shall use its best efforts to have the registration statement on form F-1 declared effective as soon as practicable, but in no event later than 60 calendar days after the filing of the registration statement. Since signing the SEPA, no funds have been received as of May 25, 2026.

 

10

 

 

PLUM III MERGER CORP.

NOTES TO FINANCIAL STATEMENTS 

 

Risks and 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 financial statements or related disclosures.

 

Note 6. Segment reporting

 

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker (“CODM”) and are used in resource allocation and performance assessments. The Company’s Chief Executive Officer is the Company’s CODM.

 

The Company’s CODM reviews financial information and operational forecasts presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. The Company’s CODM assesses performance for the Company’s single reportable segment based on the Company’s net loss as reported on the statements of operations. The Company’s net loss is comprised of general and administrative expenses that consist of accounting fees totaling $43,782 and $37,311 and formation costs totaling $nil and $4,716 for the year ended December 31, 2025 and the period from August 8, 2024 (inception) through December 31, 2024, respectively.

 

Note 7. Related party transactions

 

The Company has management in common with Plum Acquisition Corp. III which has been determined to be a Related Party. During the year ended December 31, 2025, the Related Party made four payments totaling $27,500 to vendors of the Company. As of December 31, 2025, there is $27,500 recorded as an amount due to this related party which has no fixed terms of repayment and is non-interest bearing.

 

Note 8. Income taxes

 

A reconciliation of the Canadian statutory income tax rate applied to the net loss for the year ended December 31, 2025 and the period from August 8, 2024 (inception) through December 31, 2024 to the income tax recovery is as follows as of:

 

   December 31,
2025
   December 31,
2024
 
Basic combined Canadian statutory income tax rate   27%   27%
Income tax recovery based on statutory rate  $(11,821)  $(11,347)
Unrecognized benefit of current year tax losses   11,821    11,347 
   $-   $- 

 

The Company recognizes deferred tax assets and liabilities based on the differences of amounts in financial reporting and tax basis reporting using the enacted rates expected to be effect when the taxes are paid or recovered. A valuation allowance is provided against net future tax assets because management considers the realization of such assets to not be more likely than not under the standard. The Company has non-capital tax losses carried forward of approximately $85,809 available to reduce income taxes in future years which expire starting in 2044. The Company’s federal and provincial income tax returns filed for all years remain subject to examination by the taxation authorities.

 

Note 9. Subsequent events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued and determined that, other than as described below, there have been no events that have occurred that require adjustment to the disclosures in these unaudited condensed financial statements.

 

On April 7, 2026, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with TRC and Sierra Blanca Quarry, LLC, a limited liability company existing under the laws of the State of Texas (“Seller”) pursuant to which TRC will purchase approximately 1,500,000 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. The Asset Purchase Agreement is conditional upon the closing of the proposed Business Combination (see Note 5) and as at May 25, 2026 the proposed Business Combination and the Asset Purchase Agreement have not closed. No cash consideration is payable.

 

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