Exhibit 15.7
PLUM III MERGER CORP
CONDENSED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash | $ | - | $ | - | ||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES | ||||||||
| Accounts payable | $ | 43,770 | $ | 42,971 | ||||
| Accrued expenses | 22,746 | 15,338 | ||||||
| Due to related party (Note 7) | 32,500 | 27,500 | ||||||
| Total current liabilities | 99,016 | 85,809 | ||||||
| TOTAL LIABILITIES | 99,016 | 85,809 | ||||||
| STOCKHOLDER’S DEFICIT | ||||||||
| Common stock, no par value; unlimited shares authorized; 100 issued and outstanding | - | - | ||||||
| Additional paid-in capital | - | - | ||||||
| Accumulated deficit | (99,016 | ) | (85,809 | ) | ||||
| Total stockholder’s deficit | (99,016 | ) | (85,809 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
PLUM III MERGER CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the three months ended March 31, 2026 | For the three months ended March 31, 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 13,207 | $ | 8,500 | ||||
| Loss from operations | $ | (13,207 | ) | $ | (8,500 | ) | ||
| Net loss and comprehensive loss | $ | (13,207 | ) | $ | (8,500 | ) | ||
| Weighted average number of shares of common stock outstanding, basic and diluted | 100 | 100 | ||||||
| Basic and diluted net loss per share of common stock | $ | (132.07 | ) | $ | (85.00 | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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PLUM III MERGER CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Common Stock | Additional Paid-in | Accumulated | Total Stockholder’s | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2025 | 100 | $ | - | $ | - | $ | (85,809 | ) | $ | (85,809 | ) | |||||||||
| Net loss | - | - | - | (13,207 | ) | (13,207 | ) | |||||||||||||
| Balance, March 31, 2026 | 100 | $ | - | $ | - | $ | (99,016 | ) | $ | (99,016 | ) | |||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2025
| Common Stock | Additional Paid-in | Accumulated | Total Stockholder’s | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2024 | 100 | $ | - | $ | - | $ | (42,027 | ) | $ | (42,027 | ) | |||||||||
| Net loss | - | - | - | (8,500 | ) | (8,500 | ) | |||||||||||||
| Balance, March 31, 2025 | 100 | $ | - | $ | - | $ | (50,527 | ) | $ | (50,527 | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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PLUM III MERGER CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the three months ended March 31, 2026 | For the three months ended March 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (13,207 | ) | $ | (8,500 | ) | ||
| Adjustments to reconcile net income to net cash used in operations: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | 799 | (9,000 | ) | |||||
| Accrued expenses | 7,408 | - | ||||||
| CASH USED IN OPERATING ACTIVITIES | (5,000 | ) | (17,500 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Due to related party | 5,000 | 17,500 | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | 5,000 | 17,500 | ||||||
| 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 unaudited condensed financial statements.
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PLUM III MERGER CORP.
NOTES TO UNAUDITED CONDENSED 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 the three months ended March 31, 2026, the Company has not generated revenue and reported a net loss of $13,207. As of March 31, 2026, the Company had an aggregate cash of $Nil and a net working capital deficit of $99,016. These conditions cast substantial doubt on the Company’s ability to continue as a going concern.
The accompanying unaudited condensed 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 unaudited condensed financial statements are available to be issued. These unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements are to the FASB Accounting Standards Codification (“ASC”).
The accompanying unaudited condensed financial statements are presented in accordance with GAAP for interim financial information. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026 or any future period.
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.
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PLUM III MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
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 unaudited condensed 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 unaudited condensed 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 three months ended March 31, 2026 and 2025.
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 March 31, 2026 and December 31, 2025.
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 no potential diluted common stock equivalents for the three months ended March 31, 2026 and 2025.
New Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on these unaudited condensed financial statements.
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 March 31, 2026 and December 31, 2025, 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).
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PLUM III MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
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.
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PLUM III MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
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.
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PLUM III MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 March 31, 2026.
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 unaudited condensed 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 $13,207 and $8,500 for the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026 and 2025, the Related Party made payments totaling $5,000 and $17,500, respectively, to vendors of the Company. As of March 31, 2026 and December 31, 2025, there is $32,500 and $27,500, respectively, recorded as an amount due to this related party which has no fixed terms of repayment and is non-interest bearing.
Note 8. 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 crushed aggregate stockpiles 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). No cash consideration is payable.
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