Plum Acquisition Corp, IV 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, Plum Acquisition Corp. IV, a Cayman Islands exempted company (which will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation prior to the closing of the Transactions (as defined below)) (“ Plum IV ”), Plum IV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Plum IV (“ Merger Sub ”), and Controlled Thermal Resources Holdings Inc., a Delaware corporation (the “ Company ”) entered into a Business Combination Agreement (as amended on May 15, 2026, the “ Business Combination ”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company. On July 6, 2026, Plum IV, the Company and Merger Sub entered into a second amendment to the Business Combination Agreement (the “ Second BCA Amendment ” and the Business Combination Agreement, as amended by the Second BCA Amendment, the “ Amended BCA ”) , which amends the Business Combination Agreement to, among other things, (i) reduce the aggregate number of potential earnout shares issuable to the Company’s shareholders following the closing from 100,000,000 to 70,000,000, with each of the eight earnout tranches reduced proportionally from 12,500,000 to 8,750,000 shares; (ii) extend the date by which the parties are required to make any filings or applications required under antitrust laws with respect to the transactions contemplated by the Amended BCA (the “ Transactions ”) from July 31, 2026 to September 30, 2026; (iii) increase the maximum number of shares issuable to Plum Partners IV, LLC as reimbursement for founder shares issued to Plum IV shareholders, or issuable to Plum IV shareholders, who agree not to redeem their Plum IV shares from 2,000,000 to 3,000,000; (iv) extend the date by which the closing must occur from December 31, 2026 to April 30, 2027; (v) reduce the valuation used to calculate the merger consideration from $4,500,000,000 to $3,150,000,000; and (vi) extend the deadlines by which the Company is required to deliver certain material consents to the dates listed on Schedule 8.01(m) to the Amended BCA. The foregoing description of the Second BCA Amendment does not purport to be complete a