Background of the Transactions

The terms of the Merger Agreement and the business combination are the result of arm’s-length negotiations between representatives of TVA III and representatives of PlusAI over the course of approximately four months. The following chronology summarizes the background of these negotiations and identifies the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation or correspondence among representatives of the Parties.

TVA III is a blank check company formed in order to effect a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. TVA III was incorporated under the laws of the Cayman Islands on July 26, 2024. The business combination is the result of an extensive search by TVA III’s management team, including the TVA III Board, for a potential transaction, whereby TVA III evaluated potential targets utilizing TVA III’s global network and the investing, operating and transaction experience of the Sponsor, TVA III’s management team, and members of the TVA III Board.

On April 24, 2025, TVA III completed the TVA III IPO. Prior to the consummation of the TVA III IPO, neither TVA III, nor anyone on its behalf, contacted any prospective target business or held any substantive discussions, formal or otherwise, with respect to a business combination or other transaction involving TVA III. After the TVA III IPO, TVA III, initially with the assistance of the Prior Sponsor and its advisors, commenced an active search for prospective businesses and assets to acquire.

On September 18, 2025, the Prior Sponsor and the Sponsor entered into the Purchase Agreement, pursuant to which, the Sponsor (i) purchased from the Prior Sponsor (a) 7,500,000 TVA III Founder Shares and (b) 4,700,000 TVA III Private Placement Warrants for an aggregate purchase price of $7,400,000 and (ii) upon closing, became the Sponsor of TVA III, with a change in the management team of TVA III and the members of the TVA III Board.

Following the change in the Sponsor and management team of TVA III and the members of the TVA III Board in September 2025, these parties on behalf of TVA III surveyed the landscape of potential acquisition opportunities based on their knowledge of, and familiarity with, the M&A and capital markets marketplace, to look for and evaluate potential business and assets to acquire in TVA III’s initial business combination. The TVA III Board and management have considerable experience in the financial services and financial technology industries, as well as with operational management, investment and financial analysis. As such, the TVA III Board members and management team believe that they are qualified to identify partners for a business combination.

Initially, TVA III focused its efforts on identifying companies in the cryptocurrency and financial services sectors, but it was not required to limit its activities to any particular industry. In the evaluation of business combination partners, the TVA III Board and management team considered many factors. The TVA III Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it

considered in reaching its final decision. Important criteria that TVA III used in evaluating prospective business transaction opportunities include:

TVA III’s management team employed various strategies to identify an appropriate target company, including:

In general, TVA III looked for acquisition targets that were of a relevant size and positioned, operationally and financially, to be successful as a public company. TVA III further looked for those transactions that it believed, if entered into, would be well-received by the public markets. In particular, TVA III generally sought to identify companies that (1) were sourced through TVA III’s proprietary channels, (2) would benefit uniquely from TVA III’s capabilities, (3) have a committed and capable management team, (4) generate or have the future potential to generate stable free cash-flow and (5) have the potential to grow through both organic growth and acquisition opportunities. TVA III also sought to identify companies that it believed would benefit from being a publicly-held entity, particularly with respect to access to capital for both organic growth and for use in acquisitions, with a particular emphasis on companies with unique growth characteristics enabled by artificial intelligence. TVA III generally applied these criteria when evaluating potential targets.

Shortly after the Sponsor became the sponsor of TVA III in September 2025, TVA III entered into a non-binding letter of intent with a potential target company in the cryptocurrency and financial services sector (“Company A”), after first entering into a non-disclosure agreement that contained customary terms for a special purpose acquisition company and a private company target, including confidentiality provisions and use restrictions for information provided by the target and exceptions to such provisions. Further, such non-disclosure agreement did not contain any standstill or “don’t ask, don’t waive” provisions. TVA III then commenced conducting diligence on Company A and negotiations of a business combination agreement as well as confidential discussions with potential investors in an initial business combination with Company A. These activities proceeded over the course of several months, but by February 2026, Company A and TVA III mutually determined not to proceed with a business combination, in significant part because Company A decided to pursue alternatives for raising capital to potential business combination with a special purpose acquisition company.

Following the cessation of the discussions with Company A, the TVA III Board and management team continued a search for other potential target companies for an initial business combination. Mark Angelo, the Chairman of the TVA III Board, Mr. McGurn, during the time that he served as TVA III’s Chief Executive Officer, Troy Rillo, the current Chief Executive Officer and Chief Financial Officer of TVA III, and other individuals affiliated with either the Sponsor or its affiliates, reviewed target companies identified by them and other representatives of TVA III and its advisors. From the time that discussions with Company A ended, TVA III entered into non-disclosure agreements with six other potential business combination targets, including PlusAI and one other discussed below. Such non‑disclosure agreement did not contain any standstill or “don’t ask, don’t waive” provisions.

In February 2026, an affiliate of the Sponsor, which had entered into other transactions with Trump Media & Technology Group Corp. (“TMTG”), became aware and informed TVA III management and the TVA III Board, that TMTG may be interested in a business combination for certain TMTG businesses, including the Truth Social social media business. On February 27, 2026, TVA III publicly announced that it was engaged in ongoing discussions with TMTG regarding a potential business combination with SpinCo, a new entity to be formed through a spin-off of certain TMTG businesses, including Truth Social. No non-binding term sheet or letter of intent was ever entered into, although there was a non-disclosure agreement with TMTG, as described in the prior paragraph. On April 21, 2026, TMTG announced that, as of such date, TVA III’s then Chief Executive Officer, Kevin J. McGurn, will serve as Interim Chief Executive Officer of TMTG. The next day, on April 22, 2026, Mr. McGurn, notified the TVA III Board of his resignation as Chief Executive Officer of TVA III, effective immediately. On June 10, 2026, it was announced that TVA III and TMTG had determined not to continue pursuing a potential business combination involving TVA III and SpinCo.

In addition to PlusAI, Company A and TMTG, TVA III did not submit a non-binding letter of intent to any of these other four potential business combination targets with which it entered into a non-disclosure agreement as it chose not to move forward with a transaction with any of these four entities for the reasons described below. In connection with its evaluation of various potential business combination targets, representatives of TVA III had discussions regarding potential transaction structures with the members of management and/or the boards of directors of certain of these potential business combination targets. Following these discussions, the management of certain of these potential business combination targets determined that those entities were not ready at that time to become public or that they wanted to explore alternative transactions. For the others, TVA III decided not to proceed as it did not receive adequate information regarding the potential business combination targets necessary for TVA III to be able to make an assessment of the viability of these entities as a business combination target.

On April 28, 2026, Jerry Serowik, a representative of CCM, and Robert Harrison, a representative of an affiliate of Sponsor, Yorkville Advisors (“Yorkville Advisors“) and TVA III, held an in-person meeting in Las Vegas, Nevada, during which they discussed the possibility of a potential business combination between TVA III and PlusAI, which had recently had a previously announced business combination with another special purpose acquisition company, Churchill Capital Corp IX, terminate prior to its consummation. That previously announced business combination had valued PlusAI at $1.2 billion. The discussion between Mr. Serowik and Mr. Harrison arose in the context of this recent termination of PlusAI’s previously announced business combination, and focused on the fact that PlusAI may be willing to consider a business combination with another special purpose acquisition company, but would look to do so at the same valuation as had been provided for in that terminated business combination. Mr. Serowik and Mr. Harrison discussed the potential strategic fit between TVA III and PlusAI and agreed to continue discussions regarding a potential transaction.

Between May 5 and May 20, 2026, Mr. Serowik and Mr. Harrison held numerous telephone calls to discuss the potential terms of a business combination between TVA III and PlusAI. During these calls, the Mr. Serowik and Mr. Harrison discussed the framework for a potential transaction, explored potential partners for the business combination, and discussed a potential commitment to a private investment in public equity (“PIPE”) financing from Sponsor Affiliate and other potential investors in connection with the proposed transaction.

On May 21, 2026, Mr. Serowik, Mr. Harrison and Josef Valdman, a Partner at NEOS Investments and the Chief Executive Officer of Perimeter Acquisition Corp. (“Perimeter”), which had previously had discussions with PlusAI regarding a potential business combination, held a videoconference call to discuss the possibility of Perimeter partnering with TVA III on a business combination with PlusAI. During the call, Mr. Valdman and Mr. Harrison discussed the potential structure and merits of partnering on the transaction. At the conclusion of the call, Mr. Valdman and Mr. Harrison agreed for TVA III and Perimeter to partner on the proposed business combination between PlusAI and TVA III. Following the call, CCM delivered to Mr. Harrison the latest draft of the term sheet for a business combination that had been prepared between Perimeter and PlusAI for Mr. Harrison’s review.

Also on May 21, 2026, PlusAI and TVA III entered into a mutual non-disclosure agreement to facilitate further discussions and the exchange of confidential information in connection with the proposed transaction. Later that evening, Mr. Harrison returned a markup of the term sheet to CCM with proposed revisions reflecting TVA III’s comments on the terms of the proposed business combination.

On May 22, 2026, representatives of CCM, TVA III, Perimeter and PlusAI held their first organizational meeting via videoconference to discuss the proposed business combination and related workstreams. Attendees at the meeting included Mr. Serowik and Brandon Sun of CCM, Mr. Valdman of Perimeter, Bryant Park, David Liu and Derrick Nueman of PlusAI, Mr. Harrison and Chris Pento of Yorkville Advisors as representatives of TVA III, and Curtis Mo of DLA Piper LLP (US) (“DLA Piper”), outside legal counsel to TVA III. Additional representatives of CCM and Wilson Sonsini Goodrich & Rosati (“WSGR”), outside legal counsel to PlusAI, also participated in the meeting. The parties discussed initial organizational matters, including the anticipated timeline, key workstreams and the allocation of responsibilities among the parties and their respective advisors in furtherance of the proposed transaction. During this meeting, it was discussed that although Perimeter had previously been discussing a business combination with PlusAI as it sought to negotiate a term sheet in furtherance of such a transaction, that any business combination would instead be between TVA III and PlusAI. The parties also discussed moving forward with preparing a Merger Agreement using the $1.2 billion valuation for PlusAI that had been provided in the previous business combination with Churchill Capital Corp IX.

On May 26, 2026, representatives of CCM, TVA III, Perimeter and PlusAI held a follow-up organizational meeting to continue the discussions initiated during the May 22 meeting, including further discussion of the structure and timeline for the proposed business combination.

On May 27, 2026, PlusAI and TVA III held a commercial diligence call, during which PlusAI’s management team provided TVA III with an overview of PlusAI’s business, operations and commercial strategy. Attendees at the meeting included Mr. Park, Mr. Nueman, Mr. Liu, Shawn Kerrigan and Earl Adams Jr. of PlusAI, and Mr. Harrison for TVA III and Sponsor Affiliate. During the call, PlusAI management addressed questions from Mr. Harrison regarding PlusAI’s technology, market positioning, revenue model and growth prospects, as the parties continued to advance their respective due diligence efforts in connection with the proposed transaction.

From June 1, 2026 to June 11, 2026, DLA Piper and WSGR exchanged drafts of the Merger Agreement that were modeled on the merger agreement that had been previously executed between PlusAI and Churchill Capital Corp IX, and various exhibits and other ancillary agreements to the Merger Agreement.

On June 19, 2026, CCM delivered to DLA Piper the PIPE terms that had been socialized with the Sponsor Affiliate and the Company, and which CCM had begun discussing with other potential investors, including a party that Mr. Valdman had introduced to TVA III and PlusAI. The Sponsor Affiliate had indicated a willingness to invest $25 million in a PIPE provided that additional investors were brought in to fund the rest of the funds that PlusAI sought to have raised, which was at least $75 million. In addition, PlusAI had begun discussions with certain of its existing investors in such existing investors participating in the PIPE. The PIPE terms under discussion contemplated the sale of Post-Closing Company Class A common stock and a warrant for the purchase of Post-Closing Company Class A common stock, at a price of $10 per combined share/warrant. Furthermore, the parties discussed the possibility of potential investors satisfying any obligation to purchase shares of Post-Combination Company Class A common stock in the PIPE by not redeeming any TVA III Class A Ordinary Shares held by such potential investors.

Between June 20 and June 22, 2026, DLA Piper prepared both a draft of a PIPE Subscription Agreement and a draft of a Non-Redemption Agreement (the “Non-Redemption Agreement“) that could be used for any PIPE investor who sought to not redeem any TVA III Class A Ordinary Shares in connection with the contemplated PIPE. The parties also engaged in discussions regarding a minimum cash closing condition for the business combination, and who would have the ability to waive such condition in the event that less cash was raised in the PIPE than the amount of this minimum cash closing condition.

On June 22, 2026, DLA Piper sent the drafts of the PIPE Subscription Agreement and the Non-Redemption Agreement, as well as documents related to the PIPE, including the form of Warrant Certificate, and a draft of the Sponsor Support Agreement to WSGR and CCM. As WSGR proceeded to review these documents, CCM, PlusAI and Mr. Valdman shared the current set of documents with potential PIPE investors.

DLA Piper and WSGR proceeded to finalize the Merger Agreement and various exhibits and ancillary agreements, with the primary discussion being regarding the minimum amount of Available Closing SPAC Cash needed at the Closing being set at the amount that the PIPE was expected to raise from the potential PIPE investors,

and whether one or both of TVA III and PlusAI would have the ability to waive this condition to closing to the extent that less financing was raised from potential PIPE investors than anticipated pursuant to the PIPE Subscription Agreements. Following discussions, it was agreed that both parties would have an ability to waive this condition to closing.

On June 24, 2026, the TVA III Board met to approve the transaction and the Merger Agreement, as well as related materials and the disclosure schedules, subject to finalization of the PIPE and the parties securing subscriptions for at least $75 million.

On June 25, 2026, the parties, CCM, DLA Piper and WSGR met to discuss the status of the transaction and outstanding workstreams. That day, WSGR sent what at the time were expected to be the final revisions to the Merger Agreement and the Sponsor Support Agreement, while CCM and PlusAI worked on getting potential PIPE investors to agree to the terms of the PIPE Subscription Agreement previously circulated.

On June 27, 2026, Wilson Sonsini sent DLA Piper final comments on the PIPE Subscription Agreement, the A&R Registration Rights Agreement and the Non-Redemption Agreement, and confirmed that it had no further comments on the form of Warrant Certificate or on other exhibits and ancillary agreements. Upon receipt, DLA Piper confirmed sign-off on the Non-Redemption Agreement.

On June 29, 2026, DLA Piper delivered further comments on the PIPE Subscription Agreement and the A&R Registration Rights Agreement to WSGR, and indicated that comments on certain additional documents would follow.

On July 1, 2026, DLA Piper circulated edits to the Proposed Bylaws to align with the lock-up provisions in the A&R Registration Rights Agreement and confirmed that it had no further comments on the Proposed Certificate of Incorporation.

The parties then set a goal to finalize discussions with potential PIPE investors towards being able to sign and announce the Merger Agreement, PIPE Subscription Agreements and the business combination during the following few days after the conclusion of the Fourth of July holiday weekend.

On July 6, 2026, WSGR sent DLA Piper a revised draft of the Merger Agreement that made some final non-substantive clean-up edits to reflect terms previously agreed upon by the parties. PlusAI separately engaged in discussions with certain of its existing investors regarding the terms of the PIPE and changes that these investors sought with respect to the documentation pertaining to their participation in the PIPE. WSGR and DLA Piper discussed the changes sought by these existing investors in PlusAI, and DLA Piper circulated revisions to the form of Warrant Certificate, the A&R Registration Rights Agreement, the Proposed Bylaws, the PIPE Side Letter and certain other ancillary agreements.

On July 7, 2026, WSGR told DLA Piper that all but one of the existing investors in PlusAI expected to participate in the PIPE had signed the PIPE Subscription Agreement and that the remaining existing investor was expected to deliver its signature pages shortly. The parties separately worked to finalize a press release announcing the business combination.

As of July 8, 2026, PIPE investments from the Sponsor Affiliate, the existing investors in PlusAI who intended to participate, and one other PIPE investor were prepared to proceed. However, the amount of investment from this group was less than $75 million, with the expectation that the remainder would be provided by an investor introduced to the parties by Mr. Valdman.

Between July 9 and July 13, 2026, the parties and CCM worked to address questions from this potential investor with respect to the Transactions and the PIPE Subscription Agreement. By July 13, 2026, the parties believed that this potential investor was satisfied with the information provided and the state of the documents, and was prepared to move forward with signing the PIPE Subscription Agreement. This belief turned out to be erroneous as this potential investor determined that it could not proceed at this time. As a result, Mr. Valdman ceased to be involved in the process.

As a result, the parties began discussions regarding looking at other potential PIPE investors. In the meantime, on July 17, 2026, Lowenstein Sandler LLP (“Lowenstein Sandler”), counsel to CCM, delivered comments to DLA Piper to the PIPE Subscription Agreement which were accepted by DLA Piper. CCM then used this revised PIPE Subscription Agreement in discussions with other potential PIPE investors.

By July 27, 2026, some other potential investors had been identified, but they indicated that they were only interested in participating in an investment in the Post-Closing Company if (a) the investment was a convertible note and (b) the valuation of PlusAI was reduced from $1.2 billion.

On July 31, 2026, DLA Piper sent WSGR a draft Convertible Note and a revised form of Warrant Certificate that set the term of the warrant at five years.

On August 3, 2026, the parties received and reviewed a term sheet from other potential investors to provide $40 million in funding to the Post-Closing Company using a Convertible Note. Discussions with these other potential investors proceeded, but the parties were unable to reach an agreement with them.

Following this, on August 10, 2026, Sponsor Affiliate proposed to lead a financing using a Convertible Note, with Sponsor Affiliate purchasing for $25 million a senior unsecured convertible PIK note in a principal amount of $27.78 million, plus warrants in the form of the PIPE Warrants, provided that there was at least $61.5 million in cash raised for the Post-Closing Company and valuation for PlusAI would be reduced from $1.2 billion to $800 million, with the potential for the PlusAI stockholders to receive up to 70 million Earnout Shares, which was an increase of 40 million Earnout Shares, or $400 million, from the version of the Merger Agreement that existed in early July.

During the period from the middle of August through late August 2026, DLA Piper and WSGR exchanged drafts of the Convertible Note and Warrant Subscription Agreement, as well as draft of the Merger Agreement to reflect the changes in the financing terms and the merger consideration. The revisions to the Merger Agreement also adjusted the minimum cash closing condition to reflect the amount of cash that was being raised through the Convertible Notes. Furthermore, because there would no longer be a PIPE, the Non-Redemption Agreement previously drafted was no longer relevant. In addition, Sponsor Affiliate proposed entering into the Forward Purchase Agreement with respect to the 1,050,000 TVA III public shares that it holds. By late August, potential investors representing an aggregate original principal amount of approximately $63,888,888, issued at a 10% original issue discount resulting in net cash proceeds of approximately $57,500,000, along with warrants to purchase shares of Post-Closing Company Class A common stock, had committed to participate in the financing. In addition, one existing investor in PlusAI committed to proceeding with a PIPE in the amount of $4 million using the previously drafted PIPE Subscription Agreement.

Between August 24 and August 25, 2026, the parties finalized the various agreements and began collecting signatures from the investors.

Also on August 25, 2026, the TVA III Board met and approved the Merger Agreement and the Transactions.

On August 27, 2026, TVA III and Sponsor Affiliate entered into the Forward Purchase Agreement for a share forward transaction with respect to up to 1,050,000 TVA III Class A Ordinary Shares.

On September 1, 2026, WSGR provided DLA Piper with confirmatory employment letters, confirming the continued employment of certain key individuals at PlusAI following the business combination.

On September 2, 2026, the parties executed the Merger Agreement and the other related agreements, including the Company Voting and Support Agreements, the Sponsor Support Agreement, the Convertible Note and Warrant Subscription Agreements, the PIPE Subscription Agreement, the Share Issuance Agreements, the A&R Registration Rights Agreement, and various side letters with the investors. Following the execution of such documentation, on September 3, 2026, TVA III and PlusAI publicly announced the execution of the Merger Agreement and the business combination by issuing a joint press release and making available the investor presentation in connection with the announced business combination.

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the extraordinary general meeting, as applicable. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

The TVA III Board’s Reasons for Approval of the Business Combination

The TVA III Board, in evaluating the Transactions, consulted with TVA III’s management and financial, strategic and legal advisors. The TVA III Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Merger Agreement, the related agreements to which TVA III is a party, and the Transactions. The TVA III Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. In addition, individual directors may have given different weight to different factors. The TVA III Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. For a description of the TVA III Board’s reasons for the approval of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The TVA III Board’s Reasons for Approval of the Business Combination.”

The PlusAI Board’s Reasons for Approval of the Business Combination

In reaching its decision to approve the business combination, the PlusAI Board consulted with PlusAI’s management, as well as its financial and legal advisors, and considered a number of factors, including its knowledge of PlusAI’s business, operations, financial condition, competitive position and prospects. In view of the wide variety of factors considered by the PlusAI Board in connection with the evaluation of the business combination and the complexity of these matters, the PlusAI Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. The judgments of individual members of the PlusAI Board may have been influenced to a greater or lesser degree by different factors. The PlusAI Board ultimately concluded that, in the aggregate, the potential benefits of the business combination outweighed the potential risks or negative consequences of the business combination. For a description of the Plus AI Board’s reasons for the approval of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Plus AI Board’s Reasons for Approval of the Transactions.”

Expected Accounting Treatment for the Business Combination

In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. TVA III has elected to early adopt ASU 2025-03 as of July 1, 2026. PlusAI has early adopted ASU 2025-03 during the period ended December 31, 2025. For purposes of these pro forma financial statements, management has assessed the business combination as if ASU 2025-03 had already been adopted as the closing of the business combination will occur after the adoption date. The adoption of ASU 2025-03 will not have any retrospective impact to TVA III’s or PlusAI’s historical financial statements.

As of the anticipated Closing Date, PlusAI is determined to be a business, and TVA III is not a business. The business combination will be affected by the exchange of equity interests. Subsequent to the adoption of ASU 2025-03, the business combination is assessed by utilizing factors in ASC 805, Business Combinations (“ASC 805”), to identify the accounting acquirer under each redemption scenario. These factors apply regardless of whether the Post-Closing Company is viewed as a variable interest entity.

Based on the assessment of ASC 805 factors further discussed below, the business combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, as PlusAI has been determined to be the accounting acquirer under all redemption scenarios presented. Under this method of accounting, TVA III, the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes. PlusAI, the legal acquiree, will be treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities, and results of operations of PlusAI will become the historical financial statements of the Post-Closing Company, and TVA III’s assets, liabilities,

and results of operations will be consolidated by the Post-Closing Company starting from the Closing Date. For accounting purposes, the financial statements of the Post-Closing Company will represent a continuation of the financial statements of PlusAI, with the business combination being treated as the equivalent of PlusAI issuing stock for the net assets of TVA III, accompanied by a recapitalization. The net assets of TVA III will be stated at historical carrying values, and no goodwill or other intangible assets will be recorded as of the Closing Date. The number of shares and per share amounts in the financial statements of the Post-Closing Company will be adjusted to reflect the Exchange Ratio as if the Closing took place at the beginning of the earliest period presented. The statement of operations prior to the business combination will include only operations of PlusAI.

PlusAI was determined to be the accounting acquirer under all of the redemption scenarios presented based on the evaluation of the following facts and circumstances:

The final allocation of consideration payable to PlusAI equity holders will be determined upon the completion of the business combination and Transactions and could differ materially from the four scenarios presented.

Additional Accounting Considerations

PlusAI is assessing the accounting related to the business combination and the treatment related to the following matters:

Earnout Shares: Management has preliminarily concluded the Earnout Shares are equity-classified instruments as the only variability are inputs that are indexed to the Company’s own equity or are otherwise permissible and does not preclude the Earnout Shares from being considered indexed to the Post-Closing Company common stock. Management has determined the fair value of the Earnout Shares to be approximately $529.9 million as of June 30, 2026 for all of the redemption scenarios. The Earnout Shares fair value is determined based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility.

The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Earnout Shares because there is no net impact on stockholders’ deficit on a pro forma combined basis as the amount is recorded as a debit and credit of $529.9 million to additional paid-in-capital.

TVA III Public Warrants and TVA III Private Placement Warrants: These warrants were accounted for as equity instruments in the historical financial statements of TVA III. Management has preliminarily concluded that equity classification for the TVA III Public Warrants and TVA III Private Placement Warrants continues to be appropriate.

Convertible Notes: Management has preliminarily concluded to elect the fair value option to account for the convertible notes, with changes in the estimated fair value presented separately under the corresponding caption in the Post-Closing Company statement of operations. The Company has made this election as the fair value option better reflects the underlying economics within the convertible notes. Within the unaudited pro forma condensed combined financial statements, a loss on the issuance of the Convertible Notes has been recognized as the estimated fair value of all instruments issued is greater than the proceeds received. The Convertible Notes will be subsequently remeasured to fair value at each reporting date, with changes to fair value recognized in the condensed consolidated statements of operations.

PIPE Warrants: Management has preliminarily concluded that the PIPE Warrants are liability-classified as the freestanding instruments do not meet equity classification requirements based on their settlement mechanism upon a change of control and similar transactions. Within the unaudited pro forma condensed combined financial statements, a loss on the issuance of the PIPE Warrants has been recognized as the estimated fair value of all instruments issued is greater than the proceeds received. The PIPE Warrants will be subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations.

Share Issuance Agreements: Management has preliminarily concluded that the Share Issuance Agreements are accounted for as an equity instrument as the share count is fixed with no redemption or repurchase obligation included in the agreement and the shares are consistent with ordinary common stock. Within the unaudited pro forma condensed combined financial statements, a loss on the issuance of the Share Issuance Agreements have been recognized as the estimated fair value of all instruments issued is greater than the proceeds received.

Class A Common Stock (included as part of the PIPE Investment): Management has preliminarily concluded that the purchase of Class A common stock as part of the PIPE Investment will be accounted for as an equity instrument as the share count is fixed with no redemption or repurchase obligation included in the agreement and the Class A common shares are consistent with ordinary common stock. Within the unaudited pro forma condensed combined financial statements, a loss on the issuance of PIPE Investment has been recognized as the estimated fair value of all instruments issued is greater than the proceeds received.

Forward Purchase Agreement: Management has preliminarily concluded that the Forward Purchase Agreement is considered an in-substance put option provided to the Sponsor Affiliate which meets the definition of a liability under ASC 480. Pursuant to the Forward Purchase Agreement, the Sponsor Affiliate may sell up to 1,050,000 FPA Shares to third parties at a price of at least $12.00 per share and pay TVA III an early termination obligation equal to the number of shares sold multiplied by the redemption price, reducing the number of FPA Shares to be returned to TVA III at maturity. No FPA Shares will be delivered to the Post-Closing Company prior to maturity. Upon maturity, in exchange for the return of any remaining FPA Shares, the Post-Closing Company will pay the Sponsor Affiliate a settlement amount equal to the number of remaining FPA Shares multiplied by the redemption price, which the amount will be fully offset by the Prepayment Amount (i.e., 1,050,000 FPA Shares multiplied by the applicable per-share redemption price), resulting in no additional cash payment to be paid by the Post-Closing Company at maturity. Within the unaudited pro forma condensed combined financial statements, a Forward Purchase Agreement liability has been recognized with a corresponding loss on issuance of the Forward Purchase Agreement. The Forward Purchase Agreement liability will be subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations. For purposes of the pro forma financial information, the estimated fair value of the Forward Purchase Agreement is $1.2 million using the Monte Carlo Simulation model. Additionally, the Prepayment Amount of $11.0 million has been recognized as a reduction of equity in the unaudited pro forma condensed combined financial statements.

The final accounting treatment related to the business combination, including the Earnout Shares, TVA III Public Warrants, TVA III Private Placement Warrants, Convertible Notes, PIPE Warrant, Share Issuance Agreements, and the Forward Purchase Agreement will be finalized and reported in the first reporting period following the consummation of the business combination.

U.S. Holders

As used in this proxy statement/prospectus, a “U.S. Holder” is a beneficial owner of a TVA III Security, TVA III Delaware Security or a Post-Closing Company Security, as applicable, that for U.S. federal income tax purposes is, or is treated as:

Tax Effects of the Domestication to U.S. Holders

Generally

Assuming the Domestication qualifies as an F Reorganization, U.S. Holders of TVA III Securities generally should not recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication, except as provided below under the sections entitled “— Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares” and “— 5. PFIC Considerations.”

Subject to the discussion below under the section entitled “— PFIC Considerations,” if the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code), a U.S. Holder of TVA III Securities generally would recognize gain or loss with respect to its TVA III Securities in an amount equal to the difference, if any, between the fair market value of the corresponding TVA III Delaware Securities received in the Domestication and the U.S. Holder’s adjusted tax basis in its TVA III Securities surrendered.

U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. All U.S. Holders considering exercising redemption rights with respect to TVA III public shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.

Basis and Holding Period Considerations

Assuming the Domestication qualifies as an F Reorganization, subject to the discussion below under the section entitled “—PFIC Considerations”: (1) the tax basis of a share of TVA III Class A Common Stock or TVA III Delaware Warrant received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the TVA III Class A Ordinary Share or TVA III Warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (2) the holding period for a share of TVA III Class A Common Stock or TVA III Delaware Warrant received by a U.S. Holder will include such U.S. Holder’s holding period for the TVA III Class A Ordinary Share or TVA III Warrant surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code), the U.S. Holder’s basis in the TVA III Class A Common Stock and TVA III Delaware Warrant would be equal to the sum of the fair market value of such TVA III Class A Common Stock and TVA III Delaware Warrant on the date of the Domestication, and such U.S. Holder’s holding period for such TVA III Class A Common Stock and TVA III Delaware Warrant would begin on the day following the date of the Domestication. Holders who hold different blocks of TVA III Securities (generally, TVA III Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above is general in nature and does not specifically address all of the consequences to U.S. Holders who hold different blocks of TVA III Securities.

Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “— PFIC Considerations,” Section 367(b) of the Code and the Treasury Regulations promulgated thereunder impose U.S. federal income tax on certain U.S. persons in connection with

transactions that would otherwise be tax-deferred. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication, including any such U.S. Holders exercising redemption rights.

U.S. Holders Who Own Ten Percent or More (By Vote or Value) of TVA III Shares. Subject to the discussion below under the section entitled “— PFIC Considerations,” a 10% U.S. Shareholder on the date of the Domestication must include in income as a deemed dividend deemed paid by TVA III the “all earnings and profits amount” attributable to the TVA III Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367(b) of the Code. A U.S. Holder’s ownership of TVA III Warrants will be taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its TVA III Class A Ordinary Shares is the net positive earnings and profits of TVA III attributable to such TVA III Class A Ordinary Shares (each as determined under Treasury Regulations under Section 367(b) of the Code) but without regard to any gain that would be realized on a sale or exchange of such TVA III Class A Ordinary Shares. Treasury Regulations under Section 367(b) of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations under the Code provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

TVA III does not expect to have significant, if any, cumulative net earnings and profits on the date of the Domestication. If TVA III’s cumulative net earnings and profits through the date of the Domestication are less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its TVA III Class A Ordinary Shares. However, the determination of earnings and profits is complex and may be impacted by numerous factors (including matters discussed in this proxy statement/prospectus). It is possible that the amount of TVA III’s cumulative net earnings and profits could be positive through the date of the Domestication, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend deemed paid by TVA III under Treasury Regulations under Section 367(b) of the Code as a result of the Domestication. Any such deemed dividend is expected to be treated as foreign-source income for U.S. federal income tax purposes, and is not expected to be eligible for preferential tax rates because TVA III is expected to be treated as a PFIC.

U.S. Holders Who Own Less Than 10% (By Vote or Value) of TVA III Shares. Subject to the discussion below under the section entitled “— PFIC Considerations,” a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose TVA III Class A Common Stock has a fair market value of $50,000 or more on the date of the Domestication will recognize gain (but not loss) with respect to the TVA III Class A Common Stock received in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder’s TVA III Class A Ordinary Shares as described below.

Subject to the discussion below under the section entitled “— PFIC Considerations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to TVA III Class A Common Stock received in the Domestication in an amount equal to the excess of the fair market value of such TVA III Class A Common Stock over the U.S. Holder’s adjusted tax basis in the TVA III Class A Ordinary Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of TVA III Class A Ordinary Shares (generally, TVA III Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend deemed paid by TVA III the “all earnings and profits amount” attributable to its TVA III Class A Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

The election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return (including extensions, if any) for the taxable year in which the Domestication occurs, and the U.S. Holder must send notice of making the election to TVA III or TVA III Delaware no later than the date such tax return is filed. In connection with this election, TVA III Delaware will reasonably cooperate with U.S. Holders of TVA III Class A Ordinary Shares, upon written request, to make available to such requesting U.S. Holders information regarding TVA III’s earnings and profits.

TVA III does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that TVA III had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described in this proxy statement/prospectus could have an “all earnings and profits amount” with respect to its TVA III Class A Ordinary Shares, and thus could be required to include that amount in income as a deemed dividend deemed paid by TVA III under applicable Treasury Regulations as a result of the Domestication. Any such deemed dividend is expected to be treated as foreign-source income for U.S. federal income tax purposes, and is not expected to be eligible for preferential tax rates because TVA III is expected to be treated as a PFIC.

Each U.S. Holder is urged to consult its tax advisor regarding the consequences to it of making an election to include in income the “all earnings and profits amount” attributable to its TVA III Class A Ordinary Shares under Section 367(b) of the Code and the appropriate filing requirements with respect to such election.

A U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose TVA III Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally should not be required by Section 367(b) of the Code and the Treasury Regulations promulgated thereunder to recognize any gain or loss or include any part of the “all earnings and profits amount” in income in connection with the Domestication. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “— PFIC Considerations.”

Tax Consequences for U.S. Holders of TVA III Warrants

Assuming the Domestication qualifies as an F Reorganization, subject to the considerations described above under the section entitled “— Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares — U.S. Holders Who Own 10 Percent or More (By Vote or Value) of TVA III Shares” relating to a U.S. Holder’s ownership

of TVA III Warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Code and the considerations described below under the section entitled “— PFIC Considerations” relating to the PFIC rules, a U.S. Holder of TVA III Warrants should not be subject to U.S. federal income tax with respect to the exchange of TVA III Warrants for TVA III Delaware Warrants in the Domestication.

All U.S. Holders are urged to consult their tax advisors with respect to the effect of Section 367 of the Code to their particular circumstances.

PFIC Considerations

Regardless of whether the Domestication qualifies as an F Reorganization (and, if the Domestication qualifies as an F Reorganization, in addition to the discussion above under the section entitled “— Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares”), the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code if TVA III is considered a PFIC.

Definition of a PFIC. A foreign (i.e., non-United States) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (1) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (2) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies to the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years.

PFIC Status of TVA III. Based upon the composition of its income and assets, and upon a review of its financial statements, TVA III believes that it likely will not be eligible for the startup exception and therefore likely has been a PFIC since its first taxable year and will likely be considered a PFIC for each taxable year thereafter, including the taxable year which ends as a result of the Domestication.

Effects of PFIC Rules on the Domestication. Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” (which would generally include a TVA III Warrant) to acquire the stock of a PFIC as stock of the PFIC, exchanging warrants of a PFIC for newly issued warrants in connection with a domestication transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive proposed effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of TVA III Class A Ordinary Shares and TVA III Warrants as a result of the Domestication if:

The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of TVA III. Under these rules (the “excess distributions regime”):

The proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by TVA III, the gain realized on the transfer is taxable as an excess distribution under the excess distribution regime, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under the excess distribution regime is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “— Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares.”

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of TVA III Class A Ordinary Shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their TVA III Class A Ordinary Shares and TVA III Warrants under the excess distribution regime in the manner set forth above. A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election with respect to its TVA III Class A Ordinary Shares is referred to in this proxy statement/prospectus as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to in this proxy statement/prospectus as a “Non-Electing Shareholder.”

As discussed above, proposed Treasury Regulations issued under the PFIC rules generally treat an “option” (which would include a TVA III Warrant) to acquire the stock of a PFIC as stock of the PFIC, while final Treasury Regulations issued under the PFIC rules provide that neither a QEF Election nor an MTM Election (as defined below) may be made with respect to options. Therefore, it is possible that the proposed Treasury Regulations, if finalized in their current form, would apply to cause gain recognition on the exchange of TVA III Warrants for TVA III Delaware Warrants pursuant to the Domestication.

Any gain recognized by a Non-Electing Shareholder of TVA III Class A Ordinary Shares or a U.S. Holder of TVA III Warrants as a result of the Domestication pursuant to the PFIC rules would be taxable income to such

U.S. Holder and taxed under the excess distribution regime in the manner set forth above, with no corresponding receipt of cash.

As noted above, if TVA III is considered a PFIC, the Domestication could be a taxable event under the PFIC rules regardless of whether the Domestication qualifies as an F Reorganization, and, absent a QEF Election (or a QEF Election along with a purging election) or an MTM Election, a U.S. Holder would be taxed under the excess distribution regime in the manner set forth above.

All U.S. Holders are urged to consult their tax advisors regarding the effects of the PFIC Rules on the Domestication, including the impact of any proposed or final Treasury Regulations.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of TVA III Class A Ordinary Shares will depend on whether the U.S. Holder has made a timely and effective election to treat TVA III as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of TVA III Class A Ordinary Shares during which TVA III qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s TVA III Class A Ordinary Shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to such purging election subject to the excess distribution regime described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its TVA III Class A Ordinary Shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its TVA III Class A Ordinary Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to its TVA III Class A Ordinary Shares is contingent upon, among other things, the provision by TVA III of a “PFIC Annual Information Statement” to such U.S. Holder.

TVA III or the Post-Closing Company (as applicable) will endeavor to provide a requesting U.S. Holder such information the IRS may require, including a PFIC Annual Information Statement, for making or maintaining a QEF Election (or making a QEF Election along with a purging election) for TVA III’s taxable year that ends on the date of the Domestication (and prior taxable years), but there is no assurance that TVA III or the Post-Closing Company will timely provide such required information. As discussed above, a U.S. Holder is not able to make a QEF Election with respect to TVA III Warrants under current law. An Electing Shareholder generally would not be subject to the excess distribution regime discussed above with respect to their TVA III Class A Ordinary Shares. As a result, an Electing Shareholder generally should not recognize gain or loss as a result of the Domestication except to the extent described under “— 3. Effects of Section 367 to U.S. Holders of TVA III Class A Ordinary Shares,” and subject to the discussion above under “— Tax Effects of the Domestication to U.S. Holders,” but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of TVA III, whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of TVA III Class A Ordinary Shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code (an “MTM Election”). U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may elect to mark such stock to its market value each taxable year if such stock is “marketable stock,” generally, stock that is regularly traded on a stock exchange that is registered with the SEC, including the Nasdaq. No assurance can be given that TVA III Class A Ordinary Shares are considered to be marketable stock for purposes of the MTM Election for any taxable year or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Electing Shareholder generally would not be subject to the excess distributions regime discussed above with respect to their TVA III Class A Ordinary Shares in connection with the Domestication. Instead, in general, such Electing Shareholder will include as ordinary income each year the excess, if any, of the fair market value of its TVA III Class A Ordinary Shares at the end of its taxable year over its adjusted tax basis in its TVA III Class A Ordinary Shares. The Electing Shareholder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its TVA III Class A Ordinary Shares over the fair market value of its TVA III Class A Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The Electing Shareholder’s

tax basis in its TVA III Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its TVA III Class A Ordinary Shares will be treated as ordinary income (and any further loss recognized on such sale or disposition in excess of the net amount previously included in income as a result of the MTM Election would be capital loss). However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the TVA III Class A Ordinary Shares in which TVA III is a PFIC, then the excess distribution regime discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to, TVA III Class A Ordinary Shares, including in connection with the Domestication. Under current law, an MTM Election is not available with respect to warrants, including the TVA III Warrants.

The rules dealing with PFICs are very complex and are impacted by various factors in addition to those described above, including the application of the rules addressing overlaps in the PFIC rules and the Section 367(b) rules and the rules relating to Controlled Foreign Corporations. All U.S. Holders of TVA III Securities are urged to consult their tax advisors regarding the consequences to them of the PFIC rules, including whether a QEF Election (or a QEF Election along with a purging election), an MTM election or any other election is available and whether and how any overlap rules apply, and the consequences to them of any such election or overlap rule and the impact of any proposed or final PFIC Treasury Regulations.

Tax Effects to U.S. Holders of Exercising Redemption Rights

Generally

The U.S. federal income tax consequences to a U.S. Holder of TVA III public shares that exercises its redemption rights with respect to its TVA III public shares will depend on whether the redemption qualifies as a sale of under Section 302 of the Code. If the redemption qualifies as a sale of shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “— Taxation of Redemption Treated as a Sale.” If the redemption does not qualify as a sale of shares, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “— Taxation of Redemption Treated as a Distribution.”

Whether a redemption of shares qualifies for sale treatment will depend largely on the total number of shares of the Post-Closing Company Class A common stock treated as held by the redeemed U.S. Holder before and after the redemption (including any shares treated as constructively owned by the U.S. Holder as a result of owning TVA III Warrants and any shares that a U.S. Holder would directly or indirectly acquire pursuant to the business combination) relative to all of the stock of the Post-Closing Company outstanding both before and after the redemption. The redemption generally will be treated as a sale of shares (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in the Post-Closing Company or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares actually owned by the U.S. Holder, but also shares that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares that the holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of Post-Closing Company public warrants. Moreover, any shares that a U.S. Holder directly or constructively acquires pursuant to the business combination generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of the Post-Closing Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of shares must, among other requirements, be less than 80% of the percentage of TVA III’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (determined based on reduction in voting power, and taking into account redemptions by other holders and possibly the Post-Closing Company stock to be issued pursuant to the business combination). There will be a complete termination of a U.S. Holder’s interest in the Post-Closing Company if either (1) all of the shares actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares actually owned by the U.S. Holder are redeemed

and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares (including any stock constructively owned by the U.S. Holder as a result of owning TVA III Warrants). The redemption will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Post-Closing Company. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in the Post-Closing Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares generally will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “—Taxation of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Post-Closing Company Class A common stock or, if it has none, to the U.S. Holder’s adjusted tax basis in its Post-Closing Company public warrants or possibly in other Post-Closing Company Class A common stock constructively owned by it.

U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication (discussed further above).

U.S. Holders who actually or constructively own at least five percent by vote or value (or, if Post-Closing Company Class A common stock is not then publicly traded, at least one percent by vote or value) or more of the total outstanding Post-Closing Company Class A common stock may be subject to special reporting requirements with respect to a redemption of shares, and such holders should consult with their tax advisors with respect to their reporting requirements.

Taxation of Redemption Treated as a Distribution

If the redemption of a U.S. Holder’s shares is treated as a corporate distribution, as discussed above under the section entitled “— Generally,” the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from the Post-Closing Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Distributions in excess of the Post-Closing Company’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares. Any remaining excess will be treated as gain realized on the sale of shares and will be treated as described below under the section entitled “— Taxation of Redemption Treated as a Sale.”

Taxation of Redemption Treated as a Sale

If the redemption of a U.S. Holder’s shares is treated as a sale, as discussed above under the section entitled “— Generally,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

U.S. Holders who hold different blocks of shares (including as a result of holding different blocks of TVA III Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF AN EXERCISE OF REDEMPTION RIGHTS.

Tax Consequences of Ownership and Disposition of Post-Closing Company Securities

Taxation of Distributions

In general, distributions of cash or other property to U.S. Holders of Post-Closing Company Class A common stock (other than certain distributions of the Post-Closing Company Class A common stock or rights to acquire the Post-Closing Company Class A common stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from the Post-Closing Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Post-Closing Company Class A common stock. Any remaining excess generally will be treated as gain realized on the sale or other disposition of the Post-Closing Company Class A common stock, as described below under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.”

Dividends paid to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividend income” subject to tax at reduced rates applicable to long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities

Upon a sale or other taxable disposition of Post-Closing Company Securities (which, in general, would include a redemption of Post-Closing Company public warrants that is treated as a sale of such warrants as described below), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the Post-Closing Company Securities. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Post-Closing Company Securities so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in such disposition and (2) the U.S. Holder’s adjusted tax basis in its Post-Closing Company Securities so disposed of. See the section entitled “— Tax Effects of the Domestication to U.S. Holders” above for a discussion of a U.S. Holder’s adjusted tax basis in its securities following the Domestication. See the section entitled “— Exercise, Lapse or Redemption of Post-Closing Company Public Warrants” below for a discussion regarding a U.S. Holder’s tax basis in Post-Closing Company Class A common stock acquired pursuant to the exercise of a Post-Closing Company public warrant.

Exercise, Lapse or Redemption of Post-Closing Company Public Warrants

A U.S. Holder generally will not recognize taxable gain or loss on the acquisition of Post-Closing Company Class A common stock upon exercise of Post-Closing Company public warrants for cash. The U.S. Holder’s tax basis in the shares of Post-Closing Company Class A common stock received upon exercise of the Post-Closing Company public warrants generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Post-Closing Company public warrants and the exercise price. It is unclear whether the U.S. Holder’s holding period for the Post-Closing Company Class A common stock received upon exercise of the Post-Closing Company public warrants will begin on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period will not include the period during which the U.S. Holder held the Post-Closing Company public warrants. If any Post-Closing Company public warrants are allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the lapsed Post-Closing Company public warrants.

The tax consequences of a cashless exercise of Post-Closing Company public warrants are not clear under current tax law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. If the cashless exercise is not taxable, a U.S. Holder’s basis in the Post-Closing Company Class A common stock received would equal the U.S. Holder’s basis in the Post-Closing Company public warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period in the Post-Closing Company Class A common stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Post-Closing Company public warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Post-Closing Company Class A common stock would include the holding period of the Post-Closing Company public warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of Post-Closing Company public warrants equal to the number of shares of Post-Closing Company Class A common stock having a value equal to the exercise price for the total number of Post-Closing Company public warrants to be exercised. In such case, the U.S. Holder would recognize capital gain or loss with respect to the Post-Closing Company public warrants deemed surrendered in an amount equal to the difference between the fair market value of the Post-Closing Company Class A common stock that would have been received in a regular exercise of the Post-Closing Company public warrants deemed surrendered and the U.S. Holder’s tax basis in the Post-Closing Company public warrants deemed surrendered. In this case, a U.S. Holder’s aggregate tax basis in the Post-Closing Company Class A common stock received would equal the sum of the U.S. Holder’s tax basis in the Post-Closing Company public warrants deemed exercised and the aggregate exercise price of such Post-Closing Company public warrants. It is unclear whether a U.S. Holder’s holding period for the Post-Closing Company Class A common stock would commence on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Post-Closing Company public warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Post-Closing Company Class A common stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

If the Post-Closing Company redeems Post-Closing Company public warrants for cash or if it purchases Post-Closing Company public warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.”

Possible Constructive Distributions

Consistent with the TVA III Warrants, the terms of each Post-Closing Company public warrant will provide for an adjustment to the number of shares of Post-Closing Company Class A common stock for which the Post-Closing Company public warrant may be exercised or to the exercise price of the Post-Closing Company public warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of the Post-Closing Company public warrants would, however, be treated as receiving a constructive distribution from the Post-Closing Company if, for example, the adjustment increases the U.S. Holder’s proportionate interest in the Post-Closing Company’s assets or earnings and profits (for example, through an increase in the number of shares of Post-Closing Company Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the Post-Closing Company public warrant), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of shares of the Post-Closing Company stock, or as a result of the issuance of a stock dividend to holders of shares of the Post-Closing Company stock, in each case, which is taxable to the holders of such shares as a distribution. Such constructive distribution generally would be subject to tax as described above under the section entitled “— Taxation of Distributions” in the same manner as if the U.S. Holders of the Post-Closing Company

public warrants received a cash distribution from the Post-Closing Company equal to the fair market value of such increased interest.

Information Reporting and Backup Withholding

Payments of dividends on and the proceeds from a sale or other disposition of Post-Closing Company Securities will be subject to information reporting to the IRS and U.S. backup withholding on such payments may be possible. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Non-U.S. Holders

As used in this proxy statement/prospectus, a “Non-U.S. Holder” is a beneficial owner of a TVA III Security or Post-Closing Company Security, as applicable, who or that for U.S. federal income tax purposes is, or is treated as:

Tax Effects of the Domestication to Non-U.S. Holders

The Domestication is not expected to result in any U.S. federal income tax consequences to a Non-U.S. Holder of TVA III Securities unless the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code) and such Non-U.S. Holder holds its TVA III Securities in connection with a conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States) or is a nonresident alien individual who is physically present in the United States for at least 183 days during that individual’s taxable year in which the Domestication occurs and meets certain other requirements. Non-U.S. Holders will own stock and warrants of a U.S. corporation, i.e., the Post-Closing Company, rather than a non-U.S. corporation, i.e., TVA III, after the Domestication.

Non-U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. All Non-U.S. Holders considering exercising redemption rights with respect to TVA III Class A Ordinary Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.

Tax Effects to Non-U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a Non-U.S. Holder of TVA III Class A Ordinary Shares that exercises its redemption rights will depend on whether the redemption qualifies as a sale of shares redeemed, as described above under “U.S. Holders — Tax Effects to U.S. Holders of Exercising Redemption Rights — Generally.” The U.S. federal income tax consequences to the Non-U.S. Holder will be as described below under “— Tax Consequences of Ownership and Disposition of Post-Closing Company Securities — Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.” If the redemption does not qualify as a sale of Post-Closing Company Class A common stock, the Non-U.S. Holder will be treated as receiving a

corporate distribution, the U.S. federal income tax consequences of which are described below under “— Tax Consequences of Ownership and Disposition of Post-Closing Company Securities — Taxation of Distributions.”

Because it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale of shares or a corporate distribution, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder in redemption of such Non-U.S. Holder’s Post-Closing Company Class A common stock, unless (1) the applicable withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (2) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a dividend under the Section 302 tests described above under the section entitled “U.S. Holders — Tax Effects to U.S. Holders of Exercising Redemption Rights — Generally”). However, there can be no assurance that any applicable withholding agent will establish such special certification procedures. If an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

Tax Consequences of Ownership and Disposition of Post-Closing Company Securities

Taxation of Distributions

In general, any distributions (including constructive distributions, but not including certain distributions of the Post-Closing Company stock or rights to acquire the Post-Closing Company stock) made to a Non-U.S. Holder of shares of Post-Closing Company Class A common stock, to the extent paid out of the Post-Closing Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, the Post-Closing Company (or another applicable withholding agent) will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such Non-U.S. Holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of Post-Closing Company Class A common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Post-Closing Company Class A common stock, which will be treated as described below under the section entitled “— Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.” If the Post-Closing Company determines that it is likely to be classified as a “United States real property holding corporation” (see the section entitled “— Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities” below), the applicable withholding agent may be required to withhold 15% of any distribution that exceeds the Post-Closing Company’s current and accumulated earnings and profits.

The withholding tax generally does not apply to dividends paid to a Non-U.S. Holder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower rate provided in an applicable tax treaty).

Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its Post-Closing Company Securities, including an expiration or redemption of the Post-Closing Company public warrants as described below under the section entitled “— Exercise, Lapse or Redemption of Post-Closing Company Public Warrants,” or a redemption of Post-Closing Company Class A common stock that is treated as a sale of shares as described above under the section entitled “— Tax Effects to Non-U.S. Holders of Exercising Redemption Rights,” unless:

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” imposed at a 30% rate (or a lower applicable income tax treaty rate).

If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30% (or a lower applicable tax treaty rate).

If the third bullet point above applies to a Non-U.S. Holder, subject to certain exceptions in the case of interests that are regularly traded on an established market, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates, and a buyer of such Post-Closing Company Security or the Post-Closing Company may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition or redemption.

Based on the nature of the business and activities of PlusAI, it generally is not expected that the Post-Closing Company would be a United States real property holding corporation after the Domestication or immediately after the business combination is completed. However, neither TVA III nor the Post-Closing Company has undertaken a formal analysis of the Post-Closing Company’s possible status as a United States real property holding corporation. Such determination is factual in nature and subject to change. Accordingly, no assurance can be provided as to whether the Post-Closing Company would be treated as a United States real property holding corporation in any taxable year.

Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a sale, taxable exchange or other taxable disposition of its Post-Closing Company Securities.

Exercise, Lapse or Redemption of Post-Closing Company Public Warrants

A Non-U.S. Holder generally will not recognize taxable gain or loss on the acquisition of Post-Closing Company Class A common stock upon exercise of Post-Closing Company public warrants for cash. The Non-U.S. Holder’s tax basis in the share of Post-Closing Company Class A common stock received upon exercise of Post-Closing Company public warrants generally will be an amount equal to the sum of the Non-U.S. Holder’s tax basis in such Post-Closing Company public warrants and the exercise price. It is unclear whether the Non-U.S. Holder’s holding period for the Post-Closing Company Class A common stock received upon exercise of the Post-Closing Company public warrants will begin on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period will not include the period during which the Non-U.S. Holder held the Post-Closing Company public warrants. If any Post-Closing Company public warrants are allowed to lapse unexercised, a Non-U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in such lapsed Post-Closing Company public warrants and generally will be taxed as described above under “— Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.”

Consistent with the TVA III Warrants, the Post-Closing Company public warrants may be exercised on a cashless basis in certain circumstances. The U.S. federal income tax characterization of a cashless exercise of Post-Closing Company public warrants are not clear under current tax law. A cashless exercise may not be a taxable exchange, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. If the cashless exercise is not taxable, a Non-U.S. Holder’s tax basis in the Post-Closing Company Class A common stock received would equal the Non-U.S. Holder’s tax basis in the Post-Closing Company public warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a Non-U.S. Holder’s holding period in the Post-Closing Company Class A common stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period would not include the Non-U.S. Holder’s holding period for the Post-Closing Company public warrants exercised therefor.

If the cashless exercise were treated as a recapitalization, the holding period of the Post-Closing Company Class A common stock would include the holding period of the Post-Closing Company public warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a Non-U.S. Holder could be deemed to have surrendered a number of Post-Closing Company public warrants equal to the number of shares of Post-Closing Company Class A common stock having a value equal to the exercise price for the total number of Post-Closing Company public warrants to be exercised. In such case, the Non-U.S. Holder would recognize capital gain or loss with respect to the Post-Closing Company public warrants deemed surrendered in an amount equal to the difference between the fair market value of the Post-Closing Company Class A common stock that would have been received in a regular exercise of the Post-Closing Company public warrants deemed surrendered and the Non-U.S. Holder’s tax basis in the Post-Closing Company public warrants deemed surrendered. Any gain or loss recognized by a Non-U.S. Holder generally will be taxed as described above in “— Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.” It is unclear whether a Non-U.S. Holder’s holding period for the Post-Closing Company Class A common stock would commence on the date following the date of exercise or on the date of exercise of the Post-Closing Company public warrants; in either case, the holding period would not include the Non-U.S. Holder’s holding period for the Post-Closing Company public warrants exercised therefor.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a Non-U.S. Holder’s holding period would commence with respect to the Post-Closing Company Class A common stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, Non-U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

If the Post-Closing Company redeems Post-Closing Company public warrants for cash or if Post-Closing Company purchases Post-Closing Company public warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the Non-U.S. Holder, taxed as described above under “— Sale, Taxable Exchange or Other Taxable Disposition of Post-Closing Company Securities.”

Non-U.S. Holders should consult their tax advisors regarding the tax consequences of the exercise, lapse, or redemption of Post-Closing Company public warrants.

Possible Constructive Distributions

Similar with the TVA III Warrants, the terms of each Post-Closing Company public warrant will provide for an adjustment to the number of shares of Post-Closing Company Class A common stock for which the Post-Closing Company public warrant may be exercised or to the exercise price of the Post-Closing Company public warrant in certain events. An adjustment which has the effect of preventing dilution generally is not a taxable event. A Non-U.S. Holder of the Post-Closing Company public warrants would, however, be treated as receiving a constructive distribution from the Post-Closing Company if, for example, the adjustment increases the Non-U.S. Holder’s proportionate interest in the Post-Closing Company’s assets or earnings and profits (for example, through an increase in the number of shares of Post-Closing Company Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the Post-Closing Company public warrant), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of shares of Post-Closing Company stock, or as a result of the issuance of a stock dividend to holders of shares of Post-Closing Company stock, in each case, which is taxable to the holders of such stock as a distribution. Any constructive distribution treated as received by a Non-U.S. Holder generally would be subject to U.S. federal income tax (including any applicable withholding) in the same manner as if such Non-U.S. Holder received a corporate distribution from Post-Closing Company equal to the fair market value of such increased interest without any corresponding receipt of cash, the U.S. federal income tax consequences of which are described above under “— Taxation of Distributions.”

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of distributions and the proceeds from a sale or other disposition of Post-Closing Company Securities. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Definitions of “PlusAI U.S. Holder” and “PlusAI Non-U.S. Holder”

For purposes of this discussion, a “PlusAI U.S. Holder” is a beneficial owner of PlusAI Class A common stock that for U.S. federal income tax purposes is, or is treated as:

For purposes of this discussion, a “PlusAI Non-U.S. Holder” is a beneficial owner (not including a partnership) of PlusAI Class A common stock that for U.S. federal income tax purposes is, or is treated as:

but does not include an individual who is present in the U.S. for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of a Merger and whether you are treated as a resident for U.S. federal income tax purposes.

ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

General

Each of PlusAI and TVA III intends for the Merger, taken together as an integrated transaction, to qualify as a single “reorganization” pursuant to Section 368(a) of the Code. PlusAI and TVA III cannot guarantee that the IRS will not challenge the intended tax treatment of the Merger, and that such a challenge will not be successful. None of PlusAI, TVA III, Merger Sub I, or Merger Sub II intend to obtain a ruling from the IRS with respect to the tax consequences of the Merger. Further, the closing of the Merger is not conditioned upon obtaining an opinion from counsel that the Merger will qualify as a reorganization. Accordingly, no assurance can be given that the IRS will not challenge the Merger’s qualification as a “reorganization” within the meaning of Section 368(a) of the Code or that a court would not sustain such a challenge.

The following discussion assumes that the Earnout Right will be treated as consideration that can be received on a tax-deferred basis under the reorganization provisions of the Code, as opposed to taxable “boot.” If the Earnout Right is treated as taxable “boot,” the tax consequences described below could be materially different, including that both PlusAI U.S. Holders and PlusAI Non-U.S. Holders would be required to recognize gain or loss with respect to the Earnout Right, and PlusAI Non-U.S. Holders would be subject to withholding. Holders of PlusAI Class A common stock should consult their own tax advisors as to the consequences of the possible receipt of any Earnout Right, including the application of the installment sale rules.

Consequences to Holders of PlusAI Class A Common Stock if the Merger Qualifies as a Reorganization

Assuming the Merger qualifies as a “reorganization” under Section 368(a) of the Code, the U.S. federal income tax consequences of the Merger to Holders of PlusAI Class A common stock are as follows:

Consequences to PlusAI U.S. Holders if the Merger Does Not Qualify as a Reorganization

If the Merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, then each PlusAI U.S. Holder will be treated as exchanging his, her or its PlusAI Class A common stock in a fully taxable transaction in exchange for Post-Closing Company Class A common stock and the Earnout Right. PlusAI U.S. Holders generally will recognize capital gain or loss in such exchange equal to the difference between (1) the fair market value of the Post-Closing Company Class A common stock and Earnout Right received in the Merger (subject to the potential application of the “installment method” to the Earnout Right) and (2) such U.S. Holder’s tax basis in the PlusAI Class A common stock surrendered in the Merger. Gain or loss must be calculated separately for shares of PlusAI Class A common stock acquired by PlusAI U.S. Holders at different times for different prices and exchanged by such PlusAI U.S. Holder in connection with the Merger. Any gain or loss recognized generally would be long-term capital gain or loss if the PlusAI U.S. Holder’s holding period in a particular block of PlusAI Class A common stock exceeds one year at the time of the Merger. Long-term capital gain of non-corporate PlusAI U.S. Holders (including individuals) generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. The aggregate tax basis of a PlusAI U.S. Holder in the Post-Closing Company Class A common stock and Earnout Right received in the Merger will equal its fair market value at the Effective Time, and the holding period of Post-Closing Company Class A common stock received in the Merger will begin on the day after the consummation of the Merger.

Consequences to PlusAI Non-U.S. Holders if the Merger Does Not Qualify as a Reorganization

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, PlusAI Non-U.S. Holders will generally not be subject to U.S. federal income tax in connection with the Merger, except to the extent described below.

If gain recognized upon the exchange of the PlusAI Non-U.S. Holder’s shares of PlusAI Class A common stock for shares of Post-Closing Company Class A common stock is effectively connected with the PlusAI Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the PlusAI Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable), such gain will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. Holders. A PlusAI Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. In addition, if PlusAI is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Merger or the period that the PlusAI Non-U.S. Holder held PlusAI Class A common stock, any gain recognized by such Non-U.S. Holder with respect to such Non-U.S. Holder’s PlusAI Class A common stock as a result of the Merger would generally be subject to tax at applicable U.S. federal income tax rates and a U.S. federal withholding tax could apply. However, PlusAI believes that it is not, and has not been at any time since its formation, a United States real property holding corporation and neither PlusAI nor the Post-Closing Company expects to be a United States real property holding corporation immediately after the business combination is completed.

Notwithstanding the foregoing, a PlusAI Non-U.S. Holder may be subject to U.S. federal income tax (and withholding with respect thereto) for any Earnout Shares treated as imputed interest.

Information Reporting for PlusAI U.S. Holders

Each PlusAI U.S. Holder who receives shares of Post-Closing Company Class A common stock in the Merger is required to retain permanent records pertaining to the Merger, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis,

and fair market value of all shares of PlusAI Class A common stock that are exchanged in the Merger, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. PlusAI U.S. Holders who owned immediately before the Merger at least one percent (by vote or value) of the total outstanding stock of PlusAI or securities of PlusAI with a basis of $1.0 million or more, are required to attach a statement to their tax returns for the year in which the Merger is consummated that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the PlusAI U.S. Holder’s tax basis in such Holder’s PlusAI Class A common stock or securities surrendered in the Merger, the fair market value of such stock or securities, the date of the Merger and the name and employer identification number of each of PlusAI and the Post-Closing Company. PlusAI U.S. Holders are urged to consult with their own tax advisors to comply with these rules.

In considering the recommendation of the PlusAI Board with respect to approving the Transactions, PlusAI stockholders should be aware that certain members of the PlusAI Board and certain executive officers of PlusAI have interests in the Transactions that are different from, or in addition to, the interests of PlusAI stockholders generally. These interests include, among other things: