What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 822 added, 1014 removed, 412 unchanged (82% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures

that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed

or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management,

including our CEO and CFO, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of

the fiscal year ended December 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that

evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of that fiscal year, our disclosure

controls and procedures are effective.

It should also be noted that the Chief Executive Officer and Chief

Financial Officer believe that our disclosure controls and procedures provide a reasonable assurance that they are effective, they do

not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

Management’s Annual Report on Internal Control Over Financial

This Annual Report does not include a report of management’s

assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting

firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting

that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are controls

and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer

and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate,

to allow timely decisions regarding required disclosure.

Under the supervision and with the participation

of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of

our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our

Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the year ended December 31,

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that

our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting

as of December 31, 2025.

This Annual Report does not include an attestation

report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial

There were no changes in our internal controls

over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

During the quarterly

period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

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Chief Financial Officer and Director

Independent Director

Aidin Aghamiri

Avanish Sahai

Independent Director

Our directors and officers are as follows:

Kanishka Roy — Since

June 2024, Mr.

Kanishka Roy - Since June 2024,

Roy has served as our Chairman and Chief Executive Officer.

Roy is a technology and finance veteran, with

over 25 years of experience as a technology investment banker, public company executive, and growth investor.

Roy is a technology and finance veteran, with over 25 years of experience

as a technology investment banker, public company executive, and growth investor.

Since March 2021, Mr.

has served as a co-founder and Managing Partner of Plum Partners, a late-stage investment company.

He served as Chairman and CEO of Plum

Acquisition Corp.

I from March 2021 until September 2024 when it completed its business combination with Veea Inc., and currently

serves as a director of Veea Inc..

Roy has served as a co-founder

and Managing Partner of Plum Partners, a late-stage investment company.

He served as Chairman and CEO of Plum Acquisition Corp.

March 2021 until September 2024 when it completed its business combination with Veea Inc., and currently serves as a director of Veea

Since January 2024, Mr.

Roy has served as Chairman, President and CEO of Plum Acquisition Corp.

special purpose acquisition company traded on Nasdaq, and is also the manager of Mercury Capital, its sponsor.

III - a special purpose acquisition

company traded on Nasdaq, and is also the manager of Mercury Capital, its sponsor.

From 2010 to 2019, Mr.

advised leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets transactions.

served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming

mergers, helping clients take a long-term view of the competitive landscape and implementing large, industry-shaping M&A transactions.

Roy advised leading Software

and Internet companies with mergers and acquisitions (M&A) and capital markets transactions.

Roy served as the Global Head of

Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients

take a long-term view of the competitive landscape and implementing large, industry-shaping M&A transactions.

Over his career, Mr.

Roy has participated in over $100 billion of M&A transactions.

From 2019 to 2020, he was Global CFO

at SmartNews, a multi-billion-dollar AI company with over 20 million monthly average users, and led the strategic finance and growth

of a rapidly growing company across multiple geographies.

Roy started his career as a software engineer at two software startups,

both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM.

undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.

Steven Handwerker — Since

July 2024, Mr.

From 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar

AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple

Roy started his career as a software engineer at two software startups, both of which were acquired by larger public

companies, and also worked in executive strategy roles at IBM.

Roy holds an undergraduate degree in Electrical & Computer Engineering

and an MBA from the Tuck School of Business at Dartmouth.

Steven Handwerker - Since July 2024,

Handwerker has served as our Chief Financial Officer and Director.

Handwerker has also served as Chief Financial

Officer of Plum Acquisition Corp.

III since March 2024.

Handwerker also serves as a Financial Consultant to Events.com,

a software company building a comprehensive event management platform.

Handwerker was the Chief Financial Officer of FinServ

Handwerker has also served as Chief Financial Officer of Plum

Acquisition Corp.

III since March 2024.

Handwerker also serves as a Financial Consultant to Events.com, a software company building

a comprehensive event management platform.

Handwerker was the Chief Financial Officer of FinServ Acquisition Corp.

II from 2021 until

From 2019 to 2021, Mr.

Handwerker served as a consultant for FinServ Acquisition

Corp., and was involved in all aspects of its business and operations.

Handwerker has more than 15 years of experience investing

in and covering the financial services and FinTech industries.

From 2013 to 2017, he was an Analyst at Citadel’s equity long/short

hedge fund platform, covering companies within the financial services and FinTech sectors.

Handwerker served as a consultant for FinServ Acquisition Corp., and was involved in all aspects of its business

and operations.

Handwerker has more than 15 years of experience investing in and covering the financial services and FinTech industries.

From 2013 to 2017, he was an Analyst at Citadel’s equity long/short hedge fund platform, covering companies within the financial

services and FinTech sectors.

Prior to Citadel, Mr.

Handwerker was an

Investment Banking Analyst in Barclays’ Financial Institutions Group from 2010 to 2013.

Handwerker was an Investment Banking Analyst in Barclays’ Financial Institutions

Group from 2010 to 2013.

He received his BBA from Emory University.

Aidin Aghamiri – Mr.

has served as an independent director since April 2025.

Aghamiri is an entrepreneur and business strategist.

Since 2023, Mr.

has served as a data center developer, focusing on the development of nationwide facilities specifically designed and optimized for artificial

intelligence inference workloads.

Previously, from 2007 to 2022, he was a Co-founder of ITRenew, where he served as CEO and as a member

of its board of directors from 2017 to 2022.

IT Renew supports hyperscale data center operators in managing, expanding, and optimizing

their hardware infrastructure during periods of digital transformation and rapid data growth.

Aghamiri earned a Bachelor of Science

degree in Finance from Ohio State University and an MBA in Business from Duke University.

Allan Chou - Mr.

Chou has served as an independent director since the closing of our initial public offering.

Chou currently serves as a Partner

at Northgate Capital LLC’s Bay Area office, where he has held various other positions since 2006.

Chou began his professional

career at Cambridge Associates, LLC in 1999 as an analyst.

During his tenure which ended in 2003, he was promoted to team leader and alternative

assets associate.

He returned to Cambridge Associates in 2005 as a specialist consultant after obtaining an MBA, focusing on venture capital

and private equity non-marketable alternative asset programs.

Chou has served

as an independent director since the closing of our initial public offering.

Chou currently serves as a Partner at Northgate Capital

LLC’s Bay Area office, where he has held various other positions since 2006.

Chou began his professional career at Cambridge

Associates, LLC in 1999 as an analyst.

During his tenure which ended in 2003, he was promoted to team leader and alternative assets associate.

He returned to Cambridge Associates in 2005 as a specialist consultant after obtaining an MBA, focusing on venture capital and private

equity non-marketable alternative asset programs.

While in business school, Mr.

Chou served as a summer associate at

Northgate Capital LLC in 2004.

Chou graduated with a Bachelor of Arts degree in Economics from Pomona College, received an MBA

from the Amos Tuck School of Business at Dartmouth College and has earned the Chartered Financial Analyst designation.

Chou served as a summer associate at Northgate Capital

Chou graduated with a Bachelor of Arts degree in Economics from Pomona College, received an MBA from the Amos Tuck School

of Business at Dartmouth College and has earned the Chartered Financial Analyst designation.

Anjai Gandhi - Mr.

Gandhi has served as an independent director since the closing of our initial public offering.

Gandhi currently serves as Chief

Growth Officer at Marlin Equity Partners, a private equity fund that invests primarily in B2B software companies since 2020.

more than 30-year career, he has helped implement growth acceleration strategies and go-to-market productivity improvements at more than

100 companies, primarily in the technology industry.

Gandhi has served

as an independent director since the closing of our initial public offering.

Gandhi currently serves as Chief Growth Officer at Marlin

Equity Partners, a private equity fund that invests primarily in B2B software companies since 2020.

During his more than 30-year career,

he has helped implement growth acceleration strategies and go-to-market productivity improvements at more than 100 companies, primarily

in the technology industry.

Previously, Mr.

Gandhi was a member of the go-to-market (“GTM”)

leadership teams at RingCentral, from 2016 to 2019, and at Salesforce.com, from 2010 and 2012, where he guided acceleration in the enterprise

segment, global expansion and the growth of multiple new product lines.

He began his career in management consulting at Bain, McKinsey

and The Alexander Group serving clients primarily on B2B marketing and sales strategy/effectiveness.

Gandhi serves on multiple

non-profit boards, including the HBS Club of Northern California.

Gandhi earned a BS in Business Administration from University

of California, Berkeley and an MBA from Harvard Business School.

Gandhi was a member of the go-to-market (“GTM”) leadership teams at RingCentral,

from 2016 to 2019, and at Salesforce.com, from 2010 and 2012, where he guided acceleration in the enterprise segment, global expansion

and the growth of multiple new product lines.

He began his career in management consulting at Bain, McKinsey and The Alexander Group serving

clients primarily on B2B marketing and sales strategy/effectiveness.

Gandhi serves on multiple non-profit boards, including the HBS

Club of Northern California.

Gandhi earned a BS in Business Administration from University of California, Berkeley and an MBA from

Harvard Business School.

Avanish Sahai - Mr.

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From December 2019 until December 2021, Mr.

Sahai served as vice president,

ISV and apps partner ecosystem of Google.

Previously, from December 2016 to December 2019, he served as global vice president, ISV and

technology alliances at ServiceNow.

Sahai served as vice president, ISV

and apps partner ecosystem of Google.

Previously, from December 2016 to December 2019, he served as global vice president, ISV and technology

alliances at ServiceNow.

From May 2015 to December 2016, Mr.

Sahai was the senior vice president of channels and alliances

at InsideSales.com.

Sahai was the senior vice president of channels and alliances at InsideSales.com.

From April 2014 to May 2015, he was the senior vice president and chief product officer at Demandbase.

Prior to Demandbase,

Sahai held leadership positions at Salesforce.com, Oracle, and McKinsey & Company, as well as various early-to-mid stage

startups in Silicon Valley.

Sahai previously served on the boards of technology companies, including HubSpot (NYSE:HUBS) from

April 2018 to September 2023, and currently serves on the boards of Birdie.ai (venture backed), and Scribe (PE-backed, acquired by TIBCO),

as well as on the boards of nonprofit organizations, including Commonwealth Club World Affairs, Brazil at Silicon Valley and BayBrazil.

Sahai holds an MBA from UCLA Anderson, an MSCE from Boston University, and a BSEE from the Universidade de São Paulo,

Prior to Demandbase, Mr.

held leadership positions at Salesforce.com, Oracle, and McKinsey & Company, as well as various early-to-mid stage startups in Silicon

Sahai previously served on the boards of technology companies, including HubSpot (NYSE:HUBS) from April 2018 to September

2023, and currently serves on the boards of Birdie.ai (venture backed), Scribe (PE-backed, acquired by TIBCO), Flywl, Meta IT Services

(Brazil) and Blip.ai, as well as on the board of Novaworks, a workforce development organization for various California counties.

Sahai holds an MBA from UCLA Anderson, an MSCE from Boston University, and a BSEE from the Universidade de São Paulo, Brazil.

Select Leadership Council Members

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Ursula Burns.

Burns is the co-founder of Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies.

From March 2021 until July 2023, Ms.

Burns is the co-founder

of Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies.

From March 2021 until July

Burns served as Executive Chairwoman and a director of Plum Acquisition Corp.

I, and was a manager

of Plum Partners, its sponsor.

Mike Dinsdale.

has strategic expertise in helping to build high-growth international companies.

From March 2021 until the completion of its business

combination September 2024, Mr.

Dinsdale served as Co-Chief Executive Officer, Chief Financial Officer and a director of Plum Acquisition

I, and was a manager of Plum Partners, its sponsor.

Mike Dinsdale.

Dinsdale has strategic

expertise in helping to build high-growth international companies.

From March 2021 until the completion of its business combination September

Dinsdale served as Co-Chief Executive Officer, Chief Financial Officer and a director of Plum Acquisition Corp.

manager of Plum Partners, its sponsor.

From January 2024 to January 2025, Mr.

Dinsdale also served as a board

member of Plum Acquisition Corp III.

Dinsdale also served as a board member of Plum Acquisition

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members.

Our board of directors consists of six members.

Prior to our initial business combination, holders of our founder shares will have the right to vote to appoint all of our directors and

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Committees of the Board of Directors

Pursuant to Nasdaq listing rules, we have established three standing

committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee, and a nominating

and corporate governance committee, each comprised of independent directors.

Pursuant to Nasdaq listing rules, we have established

three standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee, and

a nominating and corporate governance committee, each comprised of independent directors.

Audit Committee

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details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our

financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting

firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered

public accounting firm;

● the appointment, compensation, retention, replacement, and

oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by

● pre-approving all audit and non-audit services to be provided

by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

● reviewing and discussing with the independent registered

public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued

independence;

● setting clear hiring policies for employees or former employees

of the independent registered public accounting firm;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from

the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal

quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial

statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

Compensation Committee

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committee charter, which details the purpose and responsibility of the compensation committee, including:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and making recommendations to our board of directors

with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of

our other officers;

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

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and corporate governance committee, including:

● identifying, screening and reviewing individuals qualified

to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates

for nomination for election at the annual general meeting or to fill vacancies on the board of directors;

● developing and recommending to the board of directors and

overseeing implementation of our corporate governance guidelines;

● coordinating and overseeing the annual self-evaluation of

the board of directors, its committees, individual directors and management in the governance of Inc company;

● reviewing on a regular basis our overall corporate governance

and recommending improvements as and when necessary.

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors;

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of Inc company;

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating

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Trading Policies

We adopted insider trading

policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,

which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules

(the “Insider Trading Policy”).

We adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).

We have filed our Insider Trading Policy as an exhibit to this Annual Report.

Compensation Recovery

and Clawback Policy

Under the Sarbanes-Oxley

Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we

can recoup those improper payments from our executive officers.

We have adopted the Executive Officer Clawback Policy to comply with the

rules adopted by the SEC under Rule 10D-1 under the Exchange Act, and the listing standards, as set forth in Nasdaq Listing Rule.

filed our Executive Officer Clawback Policy as an exhibit to this Annual Report.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of

misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper

payments from our executive officers.

We have adopted the Executive Officer Clawback Policy to comply with the rules adopted by the SEC

under Rule 10D-1 under the Exchange Act, and the listing standards, as set forth in Nasdaq Listing Rule.

We have filed our Executive Officer

Clawback Policy as an exhibit to this Annual Report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires

our executive officers and directors and persons who beneficially own more than 10% of our equity securities to timely file certain

reports regarding ownership of and transactions in our securities with the SEC.

Based solely upon our review of the Section 16(a)

filings that have been furnished to us, we believe that all required Section 16(a) filings were timely filed during the year ended

December 31, 2025, except for a Form 4 required to be filed by each of our sponsor and Chief Executive Officer to report a transfer

of 25,000 founder shares beneficially owned by them to our newly appointed director, Mr.

EXECUTIVE COMPENSATION

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if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

● repayment of an aggregate of up to $500,000 in loans made

to us by our sponsor to cover offering-related and organizational expenses;

● payments to each of our Chief Executive Officer and Chief

Financial Officer of $20,833 per month for consulting services rendered to us, commencing upon closing of our initial public offering,

through the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside

the trust account;

● engagement of our sponsor, or one or more affiliates of our

sponsor, as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such persons

or entities a salary or fee in an amount that constitutes a market standard for comparable transactions;

repayment of an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

payments to each of our Chief Executive Officer and Chief Financial Officer of $20,833 per month for consulting services rendered to us, commencing upon closing of our initial public offering, through the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside the trust account;

engagement of our sponsor, or one or more affiliates of our sponsor, as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such persons or entities a salary or fee in an amount that constitutes a market standard for comparable transactions;

payment of customary fees for financial advisory services;

● reimbursement for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination;

and repayment of loans which may be made by any of our sponsor, any of

its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business

combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000

of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender.

reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

and repayment of loans which may be made by any of our sponsor, any of its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender.

After the completion of our initial business combination,

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to proceed with any potential business combination.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding

the beneficial ownership of our ordinary shares as of March 31, 2026 by:

● each person known by us to be the beneficial owner of more

than 5% of our issued and outstanding ordinary shares;

● each of our directors and officers that beneficially owns

ordinary shares;

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

each of our directors and officers that beneficially owns ordinary shares;

all our directors and officers as a group.

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table does not reflect record or beneficial ownership of the private placement warrants underlying the private placement units.

and Address of Beneficial Owner (1)

Name and Address of Beneficial Owner (1)

Percentage of

2 unchanged sentences

Steven Handwerker

Aidin Aghamiri

Avanish Sahai

1 unchanged sentence

6,760,000 (4)

Westchester Capital Management, LLC (5)

* Less than one percent.

(1) Unless otherwise noted, the business address of each of the

following entities or individuals is c/o Plum Acquisition Corp.

(1) Unless otherwise noted, the business

address of each of the following entities or individuals is c/o Plum Acquisition Corp.

IV, 2021 Fillmore St.

#2089, San Francisco, California

(2) Our sponsor is the record holder of 5,675,000 founder shares,

440,000 private placements shares included as part of the private placement units and 570,000 restricted private placement shares.

Roy, our Chairman and Chief Executive Officer, is the managing member of our sponsor, therefore, he may be deemed to have beneficial

ownership of the Class B ordinary shares, private placement shares and restricted private placement shares held directly by our sponsor.

Each member of our management team is a member of our sponsor and has direct and/or indirect economic interests in our sponsor, and each

of them disclaims any beneficial ownership other than to the extent of his pecuniary interest.

(3) The non-managing investors purchased through investments

in our sponsor, an aggregate of 285,000 private placement units and 570,000 restricted private placement shares at a combined price of

$10.00 per non-managing investor private placement security ($2,850,000 in the aggregate) and our sponsor issued membership interests

at a nominal purchase price to the non-managing investors at the closing of our initial public offering reflecting interests in an aggregate

of 2,280,000 founder shares held by our sponsor.

The non-managing investors paid no additional consideration for the restricted private

placement shares.

The non-managing investors were not granted any shareholder or other rights in addition to those afforded to our other

public shareholders, and were only issued membership interests our sponsor, with no right to control our sponsor or vote or dispose of

any securities held by our sponsor, including the founder shares held by our sponsor.

(4) Represents 5,750,000 founder shares directly held by our initial

shareholders plus 440,000 private placements shares included as part of the private placement units and 570,000 restricted private placement

shares to be issued at the closing of our initial public offering.

(2) Our sponsor is the record holder

of 5,650,000 founder shares, 440,000 private placements shares included as part of the private placement units and 570,000 restricted

private placement shares.

Kanishka Roy, our Chairman and Chief Executive Officer, is the managing member of our sponsor, therefore, he

may be deemed to have beneficial ownership of the Class B ordinary shares, private placement shares and restricted private placement

shares held directly by our sponsor.

Each member of our management team is a member of our sponsor and has direct and/or indirect economic

interests in our sponsor, and each of them disclaims any beneficial ownership other than to the extent of his pecuniary interest.

non-managing investors purchased through investments in our sponsor, an aggregate of 285,000 private placement units and 570,000 restricted

private placement shares.

The non-managing investors were not granted any shareholder or other rights in addition to those afforded to

our other public shareholders, and were only issued membership interests our sponsor, with no right to control our sponsor or vote or

dispose of any securities held by our sponsor, including the founder shares held by our sponsor.

(4) Represents

5,750,000 founder shares directly held by our initial shareholders plus 440,000 private placements shares included as part of the private

placement units and 570,000 restricted private placement shares.

on a Schedule 13G filed on August 14, 2025, by Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability

company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"),

a Massachusetts business trust.

Virtus, a registered investment adviser, serves as the investment adviser to MF.

Westchester, a registered

investment adviser, serves as sub-advisor to each of MF and JNL Multi-Manager Alternative Fund ("JARB", together with MF, the

The Funds directly hold ordinary shares of the Company for the benefit of the investors in those Funds.

Shannon each serve as Co-Presidents of Westchester.

The principal business address for Westchester is 100 Summit Lake

Drive, Valhalla, NY 10595;

the principal business address for Virtus is One Financial Plaza, Hartford, CT 06103, and the principal business

address for MF is 101 Munson Street, Greenfield, MA 01301-9683.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Certain Relationships and Related Transactions

On June 26, 2024, our sponsor paid $25,000

to cover certain of our offering and formation costs in exchange for the issuance of 7,665,900 founder shares to our sponsor, or approximately

On June 26, 2024, our sponsor paid $25,000 to

cover certain of our offering and formation costs in exchange for the issuance of 7,665,900 founder shares to our sponsor, or approximately

$0.003 per share.

The number of founder shares issued was determined based on the expectation that the founder shares would represent

25% of the issued and outstanding ordinary shares upon completion of our initial public offering (not including the Class A ordinary

shares underlying the private placement units and the restricted private placement shares).

Subsequently, during July and August, 2024,

our sponsor transferred 25,000 founder shares to each of our independent directors (an aggregate of 75,000 founder shares) at their original

purchase price.

25% of the issued and outstanding ordinary shares upon completion of our initial public offering (not including the Class A ordinary shares

underlying the private placement units and the restricted private placement shares).

Subsequently, during July and August, 2024, our sponsor

transferred 25,000 founder shares to three of our independent directors (an aggregate of 75,000 founder shares) at their original purchase

On December 6, 2024, our sponsor surrendered 1,915,900 founder shares for no consideration.

Our initial shareholders

currently hold an aggregate of 5,750,000 founder shares.

Our initial shareholders currently

hold an aggregate of 5,750,000 founder shares.

On April 25, 2025, our sponsor transferred 25,000 founder shares to our fourth independent

In connection with the initial public offering,

25 unchanged sentences

Our Chief Executive Officer and Chief Financial

Officer will each be paid $20,833 per month for consulting services rendered to us, commencing upon closing of our initial public offering,

through the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside

the trust account.

Officer are paid $20,833 per month for consulting services rendered to us, commencing upon closing of our initial public offering, through

the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside the trust

Our sponsor, directors and officers, or any of

9 unchanged sentences

This promissory note was used for a portion of the expenses of our initial public offering.

The loans were non-interest bearing,

unsecured and were due at the earlier of February 1, 2025 and the closing of our initial public offering.

The loans were repaid upon

completion of our initial public offering out of the $953,750 of offering proceeds that was allocated for the payment of offering expenses

(other than underwriting commissions) not held in the trust account.

The loans were non-interest bearing, unsecured

and were due at the earlier of February 1, 2025 and the closing of our initial public offering.

The loans were repaid upon completion

of our initial public offering out of the $953,750 of offering proceeds that was allocated for the payment of offering expenses (other

than underwriting commissions) not held in the trust account.

On July 8, 2025, we issued an unsecured promissory

note in the principal amount of up to $1,500,000 to the sponsor which may be drawn down from time to time prior to the Maturity Date (as

defined below) upon our request.

The July Note does not bear interest and the principal balance will be payable on the date on which we

consummate our initial business combination.

In the event we consummate the business combination, the sponsor has the option on the Maturity

Date to convert the principal outstanding under the July Note into that number of ordinary shares of the post-business combination company.

The number of New PubCo Shares to be received by the sponsor in connection with such optional conversion will be an amount determined

by dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to the sponsor by (y) $10.00.

The July Note is

subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the

July Note and all other sums payable with regard to the Note becoming immediately due and payable.

In addition, in order to finance transaction costs

22 unchanged sentences

We have entered into a registration rights agreement

with respect to the founder shares, restricted private placement shares, private placement units and units issued upon conversion of working

capital loans (if any).

with respect to the founder shares, restricted private placement shares, private placement units and units issued upon conversion of

working capital loans (if any).

Related Party Policy

6 unchanged sentences

approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with

Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship

(including any indebtedness or guarantee of indebtedness) involving the company.

Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including

any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee is responsible

22 unchanged sentences

if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

● payments to each of our Chief Executive Officer and Chief

Financial Officer of $20,833 per month for consulting services rendered to us, commencing upon closing of our initial public offering,

through the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside

the trust account;

● engagement of our sponsor, or one or more affiliates of our

sponsor, as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such persons

or entities a salary or fee in an amount that constitutes a market standard for comparable transactions;

● payment of customary fees for financial advisory services;

● reimbursement for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination;

and repayment of loans which may be made by any of our sponsor, any of

its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business

combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000

of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender.

● payments to each of our Chief

Executive Officer and Chief Financial Officer of $20,833 per month for consulting services rendered to us, commencing upon closing of

our initial public offering, through the closing of our initial business combination, subject to availability of sufficient funds from

working capital held outside the trust account;

● engagement of our sponsor, or

one or more affiliates of our sponsor, as an advisor or otherwise in connection with our initial business combination and certain other

transactions and pay such persons or entities a salary or fee in an amount that constitutes a market standard for comparable transactions;

● payment of customary fees for

financial advisory services;

● reimbursement for any out-of-pocket

expenses related to identifying, investigating and completing an initial business combination;

and repayment of loans which may be made

by any of our sponsor, any of its affiliates or certain of our directors and officers to finance transaction costs in connection with

an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with

respect thereto.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender.

The above payments may be funded using the net

10 unchanged sentences

standards and applicable SEC rules.

Our board has determined that each of Allan Chou, Anjai Gandhi and Avanish Sahai is an independent

director under applicable SEC rules and the Nasdaq listing standards.

Our board has determined that each of Aidin Aghamiri, Allan Chou, Anjai Gandhi and Avanish Sahai is

an independent director under applicable SEC rules and the Nasdaq listing standards.

Our independent directors will have regularly scheduled meetings at

4 unchanged sentences

The following is a summary of fees paid to Withum for services rendered.

During the period from June 10,

2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $93,600 for

the services Withum performed in connection with our initial public offering and the audit of our December 31, 2024 financial statements

included in this Annual Report.

During the year ended December

31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024, fees for our independent registered public

accounting firm were approximately $133,000 and $93,600 for the services, respectively.

Withum performed in connection with our initial

public offering and the audit of our December 31, 2025 financial statements included in this Annual Report.

Audit-Related Fees.

During the period from

June 10, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and

related services related to the performance of the audit or review of financial statements.

During the period from June 10,

2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance,

tax advice and tax planning.

During the year ended

December 31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024, our independent registered public

accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the year ended December

31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024, fees for our independent registered public

accounting firm were approximately $4,160 and $0, respectively, for tax compliance, tax advice and tax planning services.

All Other Fees .

During the period from

June 10, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

During the year ended December

31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024, there were no fees billed for products and

services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed in connection with the effectiveness

of our registration statement for our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and

permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion

of the audit).

Our audit committee was formed in connection with

the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all

audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report or incorporated herein by reference:

Financial Statements are listed on page F-1 of this Annual Report

of Independent Registered Public Accounting Firm

Sheet as of December 31, 2024

of Operations for the period from June 10, 2024 (inception) through December 31, 2024

of Changes in Shareholder’s Deficit for the period from June 10, 2024 (inception) through December 31,

of Cash Flows for the period from June 10, 2024 (inception) through December 31, 2024

to Financial Statements

(2) Financial

Statements Schedule

(a) The following documents are filed as part of this report or incorporated herein by reference:

(1) Our Financial Statements are listed on page F-1 of this Annual Report

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2025

Statement of Operations for the Years Ended December 31, 2025 and December 31, 2024

Statement of Changes in Shareholder’s Deficit for the Years Ended December 31, 2025 and December 31, 2024

Statement of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024

Notes to Financial Statements

(2) Financial Statements Schedule

(3) Exhibits:

following documents are included as exhibits to this Annual Report:

and Restated Memorandum and Articles of Association

Unit Certificate

Class A Ordinary Share Certificate

Warrant Certificate (included in Exhibit 4.4)

Agreement, dated January 14, 2025, between the Company and Odyssey Transfer and Trust Company

The following documents are included as exhibits to this

Annual Report:

Business Combination Agreement, dated March 8, 2026, by and among the Company, Plum IV Merger Sub Inc.

and Controlled Thermal Resources Holdings Inc.

Amended and Restated Memorandum and Articles of Association

Specimen Unit Certificate

Specimen Class A Ordinary Share Certificate

Specimen Warrant Certificate (included in Exhibit 4.4)

Warrant Agreement, dated January 14, 2025, between the Company and Odyssey Transfer and Trust Company

Description of Securities of the Registrant.

and Restricted Shares Subscription Agreement, dated January 14, 2025, between the Company and Plum Partners IV, LLC

Subscription Agreement, dated January 14, 2025, between the Company and Cohen & Company Capital Markets, a division of J.V.B.

Units and Restricted Shares Subscription Agreement, dated January 14, 2025, between the Company and Plum Partners IV, LLC

Units Subscription Agreement, dated January 14, 2025, between the Company and Cohen & Company Capital Markets, a division of J.V.B.

Financial Group, LLC

Subscription Agreement, dated January 14, 2025, between the Company and Seaport Global Securities LLC

Agreement, dated January 14, 2025, among the Company, the sponsor and each of the initial shareholders, directors and officers of

Management Trust Account Agreement, dated January 14, 2025, between the Company and Continental Stock Transfer & Trust Company

Rights Agreement, dated January 14, 2025, among the Company, the sponsor and the other Holders (as defined therein) signatory thereto

of Indemnity Agreement, January 14, 2025, between the Company and each of the officers and directors of the Company

And Restated Promissory Note, dated January 6, 2025, issued to Plum Partners IV, LLC

Units Subscription Agreement, dated January 14, 2025, between the Company and Seaport Global Securities LLC

Letter Agreement, dated January 14, 2025, among the Company, the sponsor and each of the initial shareholders, directors and officers of the Company

Investment Management Trust Account Agreement, dated January 14, 2025, between the Company and Continental Stock Transfer & Trust Company

Registration Rights Agreement, dated January 14, 2025, among the Company, the sponsor and the other Holders (as defined therein) signatory thereto

Form of Indemnity Agreement, January 14, 2025, between the Company and each of the officers and directors of the Company

Amended and Restated Promissory Note, dated January 6, 2025, issued to Plum Partners IV, LLC

Promissory Note, dated July 8, 2025, issued by Plum Acquisition Corp.

IV to Plum Partners IV, LLC

Transaction Support Agreement, dated March 8, 2026, by and among the Company and certain stockholders of Controlled Thermal Resources Holdings Inc.

party thereto.

Form of Amended and Restated Registration Rights Agreement.

Form of Lock-Up Agreement.

Code of Ethics

Insider Trading Policy

1 unchanged sentence

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Clawback Policy

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Inline XBRL Taxonomy Calculation

Inline XBRL Taxonomy Label

Inline XBRL Definition

Linkbase Document.

Inline XBRL Definition

Linkbase Document.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Incorporated

by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No.

Inline XBRL Taxonomy Extension Schema.

Inline XBRL Taxonomy Calculation Linkbase.

Inline XBRL Taxonomy Label Document.

Inline XBRL Definition Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

(1) Incorporated by reference to an

exhibit to the Registrant’s Current Report on Form 8-K (File No.

001-42472), filed with the SEC on March 12, 2026.

(2) Incorporated by reference to an

exhibit to the Registrant’s Current Report on Form 8-K (File No.

001-42472), filed with the SEC on January 16, 2025.

(2) Incorporated

by reference to an exhibit to the Registrant’s Registration Statement on Form S-1,

as amended (File No.

(3) Incorporated by reference to an

exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-281144), filed with the SEC on January

(4) Incorporated by reference to an

exhibit to the Annual Report on Form 10-K (File No.

333-281144), filed with the SEC on March 31, 2025.

(5) Incorporated by reference to an

exhibit to the Registrant’s Current Report on Form 8-K (File No.

001-42472), filed with the SEC on July 14, 2025.

FORM 10-K SUMMARY

PLUM ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for

the period from June 10, 2024 (inception) through December 31, 2024

Statement of Changes in

Shareholder’s Deficit for the period from June 10, 2024 (inception) through December 31, 2024

Statement of Cash Flows for

the period from June 10, 2024 (inception) through December 31, 2024

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from June 10, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholder’s Deficit for the Year Ended December 31, 2025 and for the Period from June 10, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from June 10, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholder and the Board of Directors

To the Shareholders and the Board of Directors

Plum Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Plum Acquisition Corp.

IV (the “Company”) as of December 31, 2024 and the related statement of operations, changes

in shareholder’s deficit and cash flows for the period from June 10, 2024 (inception) through December 31, 2024 and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the period from June 10, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

We have audited the accompanying balance sheets of Plum Acquisition Corp.

IV (the “Company”) as of December 31, 2025 and 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 14, 2026, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor

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

New York, New York

March 31, 2026

PCAOB ID Number 100

PLUM ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

Current asset - cash

BALANCE SHEETS

Current assets

Cash and cash equivalents $ 296,249 $ 3,864

Prepaid expenses 96,976 —

Total current assets 393,225 3,864

Long-term prepaid expenses 3,542 —

Deferred offering costs — 438,352

LIABILITIES AND SHAREHOLDER’S DEFICIT

Investments held in Trust Account 181,285,220 —

Total Assets $ 181,681,987 $ 442,216

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

3 unchanged sentences

Promissory note — related party 250,000 149,473

Total current liabilities 463,935 509,196

Deferred underwriting fee 6,900,000 —

Total Liabilities 7,363,935 509,196

Commitments and Contingencies

Shareholder’s Deficit

Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 17,250,000 issued and outstanding and no shares at redemption value of approximately $ 10.51 and $ 0 per share at December 31, 2025 and 2024, respectively 181,285,220 —

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding at December 31, 2025 and 2024 — —

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

no shares issued and outstanding

1,242,875 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of December 31, 2025 and no shares issued and outstanding as of December 31, 2024 124 —

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding (1)(2)

5,750,000 shares issued and outstanding at December 31, 2025 and 2024 575 575

Additional paid-in capital — 24,425

Accumulated deficit ( 6,967,867 ) ( 91,980 )

Total Shareholder’s Deficit

TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT

(1) Included an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

(2) On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, such that the initial shareholders own an aggregate of 5,750,000 Founder Shares.

All share and per share data has been retroactively presented (see Note 5).

Total Shareholders’ Deficit ( 6,967,168 ) ( 66,980 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 181,681,987 $ 442,216

The accompanying notes are an integral part

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PLUM ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JUNE 10, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Formation and operating costs

Weighted average shares outstanding, basic and diluted (1)(2)

Basic and diluted net loss per ordinary shares

(1) Excluded an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

STATEMENTS OF OPERATIONS

Formation and general and administrative costs $ 1,021,268 $ 91,980

Loss from operations ( 1,021,268 ) ( 91,980 )

Other income:

Interest earned on marketable securities held in Trust Account 7,060,220 —

Interest earned on operating account 12,869 —

Total other income 7,073,089 —

Net income (loss) $ 6,051,821 $ ( 91,980 )

Weighted average shares outstanding of Class A ordinary shares 17,730,806 —

Basic and diluted net income per ordinary share, Class A ordinary shares $ 0.26 $ —

Weighted average shares outstanding of Class B ordinary shares (1)(2) 5,719,093 5,000,000

Basic net income (loss) per ordinary share, Class B ordinary shares $ 0.26 $ ( 0.02 )

Weighted average shares outstanding of Class B ordinary shares (2) 5,750,000 5,000,000

Diluted net income (loss) per ordinary share, Class B ordinary shares $ 0.26 $ ( 0.02 )

(1) Excluded an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised.

On January 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture (see Note 5).

(2) On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, such that the initial shareholders own an aggregate of 5,750,000 Founder Shares.

3 unchanged sentences

PLUM ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDER’S

FOR THE PERIOD FROM JUNE 10, 2024 (INCEPTION)

STATEMENTS OF CHANGES IN SHAREHOLDER’S

FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR

THE PERIOD FROM JUNE 10, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Ordinary Shares

Additional Paid-in

Total Shareholder’s

Ordinary Shares

Shareholders’

Balance – June 10, 2024 (Inception) — $ — — $ — $ — $ — $ —

Issuance of Class B ordinary shares to Sponsor (1)(2) — — 5,750,000 575 24,425 — 25,000

Net loss — — — — — ( 91,980 ) ( 91,980 )

Balance – December 31, 2024 — $ — 5,750,000 $ 575 $ 24,425 $ ( 91,980 ) $ ( 66,980 )

Remeasurement of Class A ordinary shares subject to redemption — — — — ( 7,333,504 ) ( 12,927,708 ) ( 20,261,212 )

Sale of Private Placement Units 672,875 67 — — 6,443,683 — 6,443,750

Sale of Restricted Shares 570,000 57 — — 284,943 — 285,000

Fair Value of Public Warrants at issuance — — — — 603,750 — 603,750

Allocated value of transaction costs Private Placement Units, Restricted Shares, and Public Warrants — — — — ( 60,047 ) — ( 60,047 )

Share-based compensation — — — — 36,750 — 36,750

Net income (loss) — — — — — 6,051,821 6,051,821

Balance – December 31, 2025 1,242,875 $ 124 5,750,000 $ 575 $ — $ ( 6,967,867 ) $ ( 6,967,168 )

(1) Included an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised.

On January 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture (see Note 5).

(2) On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, such that the initial shareholders own an aggregate of 5,750,000 Founder Shares.

3 unchanged sentences

PLUM ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 10, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income (loss) $ 6,051,821 $ ( 91,980 )

Adjustments to reconcile net loss to net cash used in operating activities:

Payment of expenses through promissory note-related party — —

Payment of formation and operating costs through promissory note – related party 8,550 20,820

Interest earned on investments held in Trust Account ( 7,060,220 ) —

Compensation expense 36,750 —

Changes in operating assets and liabilities:

Accrued expenses

Prepaid expenses 11,724 —

Due from Sponsor 1,295 —

Long-term prepaid expenses ( 3,542 ) —

Due to officer ( 12,374 ) 12,374

Accounts payable and accrued expenses 96,490 42,445

Net cash used in operating activities ( 869,506 ) ( 16,341 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account ( 174,225,000 ) —

Net cash used in investing activities ( 174,225,000 ) —

Cash Flows from Financing Activities:

Proceeds from sale of founder shares — 25,000

Proceeds from sale of Units, net of underwriting discounts paid 169,050,000 —

Proceeds from sale of Private Placements Units 6,728,750 —

Proceeds from promissory note - related party 250,000 —

Repayment of promissory note - related party ( 285,318 ) ( 1,295 )

2 unchanged sentences

Net Change in Cash 292,385 3,864

Cash – Beginning

Cash – Ending

Cash – Beginning of period 3,864 —

Cash – End of period $ 296,249 $ 3,864

Non-cash investing and financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through promissory note – related party $ 17,300 $ 129,948

Deferred underwriting fee payable $ 6,900,000 $ —

Deferred offering costs included in accrued offering costs $ — $ 304,904

The accompanying notes are an integral part

1 unchanged sentence

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Plum Acquisition Corp.

IV (the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on June 10, 2024.

The Company was incorporated for

the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with

one or more businesses (“Business Combination”).

The Company is not limited to a particular industry

or geographic region for purposes of completing a Business Combination.

The Company is an early stage and emerging growth company and,

as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2024, the Company had not commenced

any operations.

All activity for the period from June 10, 2024 (inception) through December 31, 2024 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

The registration statement for the Company’s

Initial Public Offering was declared effective on January 14, 2025.

On January 16, 2025, the Company consummated the Initial Public Offering

of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000

Units, at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,728,750 , as follows:

(i) by and among the

Company and each of the Underwriters for the purchase by the Underwriters of an aggregate of 232,875 private placement units for an aggregate

purchase price of $ 2,328,750 and (ii) by and between the Company and Plum Partners IV, LLC (the “Sponsor”) for the purchase

by the Sponsor of an aggregate of 440,000 private placement units and 570,000 restricted Class A ordinary shares for an aggregate purchase

price of $ 4,400,000 .

The private placement units are identical to the units sold in this offering, subject to certain limited exceptions

as described in the prospectus.

Transaction costs amounted to $ 10,932,289 , consisting

of $ 3,450,000 of cash underwriting fee, $ 6,900,000 of deferred underwriting fee, and $ 582,289 of other offering costs.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Securities,

although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust

Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company

will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering,

on January 16, 2025, an amount of $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private

Placement Securities was placed in the trust account (the “Trust Account”) and invested or held in either (i) U.S.

treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries, (ii) uninvested

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the

(i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s

shareholders, as described below.

No later than 18 months after the closing of the Initial Public Offering or such earlier liquidation

date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s

Amended and Restated Memorandum and Articles of Association, (an “Extension Period”), subject to applicable law, the amounts

held in the Trust Account are held as cash or cash items, including in demand deposit accounts.

The Company will provide its shareholders with

the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The shareholders

will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.10 per share),

calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s public warrants.

If the Company seeks shareholder approval in connection

with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires

the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or

other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions

pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares

(as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination

and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether

they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company

seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s

Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its

shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed to (i) waive its redemption

rights with respect to its private placement shares in connection with the completion of the initial business combination, (ii) waive

its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the

amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption

in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company fails to complete the initial

Business Combination within 18 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s

board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions

from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination

within the prescribed timeframe.

In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial

Business Combination.

The Company will have until 18 months from

the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination.

If the Company is

unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of

the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account

(which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses) and not previously released

to the Company to pay its taxes, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish

public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s

board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of

creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect

to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires

Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust

Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their

rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete

a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust

Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the

per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($ 10.10 ).

The Sponsor has agreed that it will be liable

to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective

target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account

to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of

the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business,

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

IV (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on June 10, 2024 .

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2025, the Company had not commenced any operations.

All activity for the year ended December 31, 2025 and for the period from June 10, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2025.

On January 16, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,728,750 , as follows:

(i) by and among the Company and each of the underwriters for the purchase by the underwriters of an aggregate of 232,875 private placement units for an aggregate purchase price of $ 2,328,750 and (ii) by and between the Company and Plum Partners IV, LLC (the “Sponsor”) for the purchase by the Sponsor of an aggregate of 440,000 private placement units and 570,000 restricted Class A ordinary shares for an aggregate purchase price of $ 4,400,000 .

The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in the prospectus.

Transaction costs amounted to $ 10,932,289 , consisting of $ 3,450,000 of cash underwriting fee, $ 6,900,000 of deferred underwriting fee, and $ 582,289 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on January 16, 2025, an amount of $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Securities was placed in the trust account (the “Trust Account”) and invested or held in either (i) U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

No later than 18 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account are held as cash or cash items, including in demand deposit accounts.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s public warrants.

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed to (i) waive its redemption rights with respect to its private placement shares in connection with the completion of the initial business combination, (ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe.

In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination.

The Company will have until 18 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses) and not previously released to the Company to pay its taxes, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($ 10.10 ).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

Business Combination Agreement

On March 8, 2026, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Plum IV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Controlled Thermal Resources Holdings Inc., a Delaware corporation (“CTR”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into CTR (the “Merger”), with CTR continuing as the surviving company.

The transactions contemplated by the Business Combination Agreement are referred to in this Annual Report as the “Business Combination.” The combined company’s business is expected to continue to operate through CTR.

The proposed Merger is expected to be consummated after receipt of the required approvals by the Company’s shareholders and CTR’s stockholders and the satisfaction or waiver of certain other customary conditions.

Domestication

At least two (2) business days prior to the Closing Date (as defined in the Business Combination Agreement), subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, the Company will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (“Domesticated Plum IV”) in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”).

By virtue of the Domestication upon its effectiveness, (a) each then issued and outstanding Class A ordinary share, par value $ 0.0001 per share, of the Company (each a “Class A Ordinary Share”) (other than any Class A Ordinary Share included in the Cayman Purchaser Units (as defined in the Business Combination Agreement)) shall convert automatically, on a one-for-one basis, into one (1) share of common stock of Domesticated Plum IV (the “Domesticated Purchaser Common Stock”);

(b) each then issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of the Company (each a “Class B Ordinary Share”) shall convert automatically, on a one-for-one basis, into one (1) share of Class B common stock of Domesticated Plum IV (the “Domesticated Purchaser Class B Common Stock”);

(c) each then issued and outstanding warrant of the Company (other than any Cayman Purchaser Public Warrants (as defined in the Business Combination Agreement)) included in the Cayman Purchaser Units) (each a “Cayman Purchaser Warrant”) shall convert automatically into a warrant to acquire one (1) share of Domesticated Purchaser Common Stock (each a “Domesticated Purchaser Warrant”), pursuant to the Warrant Agreement (as defined in the Business Combination Agreement);

and (d) each then issued and outstanding Cayman Purchaser Unit shall be cancelled and will thereafter entitle the holder thereof to one (1) share of Domesticated Purchaser Common Stock and one-half of one (1) Domesticated Purchaser Warrant, in each case without any action on the part of the Company, Merger Sub, the Company or any holder of securities of any of the foregoing.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Merger and Consideration

Following the Domestication, at the Effective Time (as defined in the Business Combination Agreement), by virtue of the Merger, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $ 0.0001 per share, of the surviving company.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time (as defined in the Business Combination Agreement):

(vi) each share of common stock of CTR (the “CTR Common Stock”) issued and outstanding (or deemed to be issued and outstanding under the terms of the Business Combination Agreement) immediately prior to the Effective Time, except for (a) shares held by the Company or Merger Sub (or any subsidiaries of the Company), (b) shares held by the CTR as treasury stock, if any (each share covered in subclause (a) and (b), an “Excluded Share”), (c) shares held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law (the “Dissenting Shares”), and (d) shares of CTR Common Stock issued pursuant to an award of restricted stock that is, as of immediately prior to the Closing Date (as defined in the Business Combination Agreement), subject to a substantial risk of forfeiture and is not transferable (the “CTR Restricted Shares”), will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined in the Business Combination Agreement);

(vii) each Excluded Share shall be automatically cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(viii) each option to purchase shares of the CTR Common Stock (the “CTR Option”) that is outstanding immediately prior to the Effective Time will be automatically assumed by Domesticated Plum IV and converted into an option to purchase a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of CTR Common Stock subject to such CTR Option immediately prior to the Effective Time and (y) the Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such CTR Option immediately prior to the Effective Time divided by (B) the Exchange Ratio;

(ix) each award of the CTR Restricted Shares (the “CTR Restricted Share Award”) that is outstanding immediately prior to the Effective Time will be automatically assumed by Domesticated Plum IV such that each CTR Restricted Share Award will be converted into an award for a number of restricted shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of CTR Restricted Shares and (y) the Exchange Ratio;

(x) each warrant to purchase shares of the CTR Common Stock (the “CTR Warrant”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Domesticated Plum IV such that, as of the Effective Time, each CTR Warrant shall instead be converted into a warrant to purchase a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of CTR Common Stock issuable upon exercise of such CTR Warrant and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such CTR Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio.

The Class B Conversion

At the Effective Time, by virtue of the Merger and the applicable provisions of the certificate of incorporation of Domesticated Plum IV (the “Domesticated Purchaser Charter”), each share of Domesticated Purchaser Class B Common Stock then issued and outstanding shall be automatically cancelled and extinguished and converted into one (1) share of Domesticated Purchaser Common Stock.

Transaction Support Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement, the Company and certain stockholders of CTR, who collectively have the right to cast at least 60 % of the votes entitled to be cast at a special meeting of CTR’s stockholders (collectively, the “Supporting CTR Stockholders”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”), pursuant to which the Supporting CTR Stockholders have agreed, among other things, to vote all of their shares of CTR’s common stock in favor of adopting and approving the Business Combination Agreement and the Business Combination.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Registration Rights Agreement

In connection with the Business Combination, simultaneously with the closing of the Business Combination (the “Closing”), the Company and certain holders will enter into an amended and restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) that amends and restates the Registration Rights Agreement, dated January 14, 2025, by and among the Company, the Sponsor and certain other security holders named therein, pursuant to which, among other things, (i) the Company will agree to file, as soon as practicable (and in any event within thirty (30) calendar days) following the closing date, a registration statement covering the resale of certain equity securities held by the Sponsor and such other securityholders parties thereto;

and (ii) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Amended and Restated Registration Rights Agreement.

Lock-Up Agreement

In connection with the Business Combination, simultaneously with the closing, the Company, the Sponsor and certain stockholders of CTR (such holders, collectively, the “Lock-Up Parties”) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”).

The Lock-Up Agreement will provide that, during the applicable Lock-Up Period (as defined in the Lock-Up Agreement), subject to certain exceptions, the Lock-Up Parties will not, with respect to the Lock-Up Securities (as defined in the Lock-Up Agreement), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii).

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal

of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries,

including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel,

increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting

measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union,

Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional

and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,

including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased

cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial

markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial

business combination and any target business with which the Company may ultimately consummate an initial business combination.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 3,864

in cash and a working capital deficit of $ 505,332 .

Further, the Company has incurred and expects to continue to incur significant costs

in pursuit of its acquisition plans.

Liquidity and Going Concern

As of December 31, 2025, the Company had $ 296,249 in cash and working capital deficit of $ 70,710 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

There is no assurance that the Company’s plans to raise capital will be successful.

In connection

with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going

Concern,” as of December 31, 2024, and including the closing of the Initial Public Offering on January 16, 2025, the Company has

sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial

Further, the Company has until July 14, 2026 to complete its initial business combination or it will liquidate absent any shareholder approved extensions.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” as of December 31, 2025, management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity condition issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

The Company cannot assure that its plans to raise capital or to consummate an Initial Business Combination will be successful.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statement in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

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

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 3,864 in cash and no cash

equivalents as of December 31, 2024.

Deferred Offering Costs

The Company complies

with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting

Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of

professional and registration fees that are directly related to the Initial Public Offering.

FASB ASC 470-20, “Debt with

Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and

debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A

ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of

the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares were charged to temporary

equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Units were charged to

shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s evaluation,

were accounted for under equity treatment.

On January 16, 2025, deferred offering costs amounting to $ 582,289 were charged to

shareholder’s equity upon the completion of the Initial Public Offering (see Note 1).

As of December 31, 2024, there were

$ 438,352 of deferred offering costs recorded in the accompanying balance sheet.

The Company accounts for income taxes under ASC 740,

“Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance

to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of December 31, 2024.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations

by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands

Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

Net loss per ordinary

share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period,

excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000

Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment

option is exercised (see Note 5).

At December 31, 2024, the Company did not have any dilutive securities and other contracts that

could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 30,000 and $ 3,864 in cash as of December 31, 2025 and 2024, respectively.

The Company had $ 266,249 and $ 0 in cash equivalents as of December 31, 2025 and 2024, respectively.

Investments Held in Trust Account

As of December 31, 2025 and 2024, the investments held in the Trust Account, amounting to $ 181,285,220 and $ 0 , were held in U.S.

government treasury bills, respectively.

Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Units and Restricted Shares were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s evaluation, were accounted for under equity treatment.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).

At December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per ordinary share is the same as basic income(loss) per ordinary share for the period presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Year Ended

December 31, 2025 For the Period from

June 10, 2024

(Inception) Through

December 31, 2024

Class A Class B Class A Class B

Basic net income (loss) per share of common stock:

Allocation of net income $ 4,575,869 $ 1,475,952 $ — $ ( 91,980 )

Weighted-average shares outstanding 17,730,806 5,719,093 — 5,000,000

Basic net income (loss) per ordinary share $ 0.26 $ 0.26 $ — $ ( 0.02 )

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended

December 31, 2025 For the Period from

June 10, 2024

(Inception) Through

December 31, 2024

Class A Class B Class A Class B

Diluted net income (loss) per share of common stock:

Allocation of net income (loss) $ 4,569,846 $ 1,481,975 $ — $ ( 91,980 )

Weighted-average shares outstanding 17,730,806 5,750,000 — 5,000,000

Diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ — $ ( 0.02 )

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal

Depository Insurance Corporation coverage of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse

impact on the Company’s financial condition, results of operations, and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Warrant Instruments

The Company will account for the Public and Private

Placement Warrants issued in connection with the Initial Public Offering, on January 16, 2025 and the private placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and

classified the warrant instruments under equity treatment at their assigned values.

Share-Based Compensation

The Company records share-based compensation in

accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its

The Company will account for the Public and Private Placement Warrants issued in connection with the Initial Public Offering, on January 16, 2025 and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

The fair value of the Public Warrants was $ 603,750 , or $ 0.07 per Public Warrant.

The fair value of Public Warrants was determined using Monte Carlo Simulation Model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

Underlying stock price $ 9.98

Exercise price $ 11.50

Remaining term (years) 6.74

Annual volatility 2.9 %

Annual risk-free rate 4.39 %

Pre-adjusted value per share $ 1.43

Market adjustment 5.0 %

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Class A Ordinary Shares Subject to Possible Redemption Classification

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public shares subject to possible redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds $ 172,500,000

Proceeds allocated to Public Warrants ( 603,750 )

Public Shares issuance costs ( 10,872,242 )

Accretion of carrying value to redemption value 20,261,212

Class A ordinary shares subject to possible redemption, December 31, 2025 $ 181,285,220

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number

of awards that are ultimately expected to vest.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a Black-Scholes option pricing model.

share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment,

which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which

is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed

in the period related to the termination of service.

Share-based compensation expenses are included in costs and operating expenses depending

on the nature of the services provided in the statement of operations.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such

instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives

and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in

the statement of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities

or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current

or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently

redeemable shares and would have been accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial

Public Offering.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would have been accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

Because the over-allotment option was fully exercised at the time of the Initial Public Offering, no liability remained outstanding subsequent to the offering date.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting

Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim

basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well

as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public

entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or

loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures

currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures

required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Company has adopted ASU 2023-07 for the year ended December 31, 2024.

ASU 2023-07 does not have a material effect on the Company’s

financial statements.

Management does not

believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s financial statement.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on January

16, 2025, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriter of their over-allotment option

at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable public warrant

(“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise

price of $ 11.50 per share, subject to adjustment (see Note 6).

Pursuant to the Initial Public Offering on January 16, 2025, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriters of their over-allotment option at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable public warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 6).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit, or Non-Managing Investor Private Placement Security (as defined below) generating

gross proceeds of $ 6,728,750 , as follows:

(i) by and among the Company and each of the Underwriters for the purchase by the Underwriters

of an aggregate of 232,875 Private Placement units for an aggregate purchase price of $ 2,328,750 and (ii) by and between the Company and

Plum Partners IV, LLC (the “Sponsor”) for the purchase by the Sponsor of an aggregate of 440,000 Private Placement Units and

570,000 restricted Class A ordinary shares (the “Restricted Private Placement Shares,” the Restricted Private Placement Shares

together with the Private Placement Units purchased by the Sponsor, collectively, the “Non-Managing Investor Private Placement Securities”)

for an aggregate purchase price of $ 4,400,000 .

Each Private Placement Unit has an offering price

of $ 10.00 and consists of one Class A ordinary share and one-half of one redeemable Public Warrant.

Each whole Public Warrant entitles

the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

The proceeds from the sale of the Private Placement

Units and the Non-Managing Investor Private Placement Securities were added to the net proceeds from the Initial Public Offering held

in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale

of the Private Placement Units and the Non-Managing Investor Private Placement Securities held in the Trust Account will be used to fund

the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants expire worthless.

The Restricted Private Placement Shares are held

by the Sponsor and will be transferred to the non-managing investors (or their designees) only upon the consummation of an initial business

Other than such permitted transfer, the Restricted Private Placement Shares will be subject to transfer restrictions for

90 days following our initial business combination and will be entitled to registration rights.

NOTE 5 — RELATED PARTY

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit, or Non-Managing Investor Private Placement Security (as defined below) generating gross proceeds of $ 6,728,750 , as follows:

(i) by and among the Company and each of the underwriters for the purchase by the underwriters of an aggregate of 232,875 Private Placement units for an aggregate purchase price of $ 2,328,750 and (ii) by and between the Company and the Sponsor for the purchase by the Sponsor of an aggregate of 440,000 Private Placement Units and 570,000 restricted Class A ordinary shares (the “Restricted Private Placement Shares,” the Restricted Private Placement Shares together with the Private Placement Units purchased by the Sponsor, collectively, the “Non-Managing Investor Private Placement Securities”) for an aggregate purchase price of $ 4,400,000 .

Each Private Placement Unit has an offering price of $ 10.00 and consists of one Class A ordinary share and one-half of one redeemable Public Warrant.

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

The proceeds from the sale of the Private Placement Units and the Non-Managing Investor Private Placement Securities were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units and the Non-Managing Investor Private Placement Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants expire worthless.

The Restricted Private Placement Shares are held by the Sponsor and will be transferred to the non-managing investors (or their designees) only upon the consummation of an initial business combination.

Other than such permitted transfer, the Restricted Private Placement Shares will be subject to transfer restrictions for 90 days following the initial business combination and will be entitled to registration rights.

The fair value of the Restricted Private Placement Shares is $ 285,000 , or $ 0.50 per Restricted Private Placement Shares.

The fair value of the Restricted Private Placement Shares was determined using Monte Carlo Simulation Model.

The Restricted Private Placement Shares have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Restricted Private Placement Shares:

Unit value $ 10.02

Volatility 2.9 %

Risk free rate 4.39 %

Public warrant value $ 0.04

Implied stock value $ 9.98

Market adjustment 5.0 %

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On June 26, 2024, the Sponsor paid $ 25,000 ,

or approximately $ 0.003 per share in consideration for 7,665,900 Class B ordinary shares (the “Founder Shares”) issued

to the Sponsor.

On June 26, 2024, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share in consideration for 7,665,900 Class B ordinary shares (the “Founder Shares”) issued to the Sponsor.

On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration.

All share and per share amounts

have been retroactively restated.

All share and per share amounts have been retroactively restated.

The initial shareholders currently hold an aggregate of 5,750,000 Founder Shares.

The Founder Shares include an aggregate of up

to 750,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment

option is exercised, so that the number of Founder Shares will collectively represent 25 % of the Company’s issued and outstanding

shares upon the completion of the Initial Public Offering.

On January 16, 2025, the underwriters exercised their over-allotment option

in full as part of the closing of the Initial Public Offering.

The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would have collectively represented 25 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Restricted Private Placement Shares).

On January 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions,

not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary

shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination,

or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar

transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for

cash, securities or other property.

During July and August 2024, the Sponsor transferred

75,000 Founder Shares to three director nominees ( 25,000 shares each) for an aggregate amount of $ 225 , or approximately $ 0.003 per share.

The sale of the Founders Shares to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718,

“Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified

awards is measured at fair value upon the grant date.

The fair value of the 75,000 shares granted to the Company’s director nominees

was $ 36,750 or $ 0.49 per share.

The Founders Shares were granted subject to a performance condition (i.e., named as directors at the occurrence

of the Initial Public Offering).

Compensation expense related to the Founders Shares is recognized only when the performance condition

is probable of occurrence under the applicable accounting literature.

Stock-based compensation was recognized upon the consummation of

the Initial Public Offering in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently

modified) less the amount initially received for the purchase of the Founder Shares.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

During July and August 2024, the Sponsor transferred 75,000 Founder Shares to three director nominees ( 25,000 shares each) for an aggregate amount of $ 225 , or approximately $ 0.003 per share.

The sale of the Founder Shares to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 75,000 shares granted to the Company’s director nominees was $ 36,750 or $ 0.49 per share.

The Founder Shares were granted subject to a performance condition (i.e., named as directors at the occurrence of the Initial Public Offering).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature.

Stock-based compensation was recognized upon the consummation of the Initial Public Offering in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

Promissory Note — Related Party

On June 26, 2024, the Company issued an unsecured

promissory note to the Sponsor (as amended on January 6, 2025, the “Promissory Note”), pursuant to which the Company may borrow

up to an aggregate principal amount of $ 500,000 .

The Promissory Note was non-interest bearing and payable on the earlier of (i) February

1, 2025 (as amended) or (ii) the consummation of the Initial Public Offering.

As of December 31, 2024, the Company owed $ 149,473

under the promissory note.

Subsequent to the balance sheet date, on January 16, 2025, the Company overpaid the Sponsor by $ 1,295 resulting

in a due from Sponsor.

On January 22, 2025, the Sponsor returned the $ 1,295 to the Company (Note 9).

On June 26, 2024, the Company issued an unsecured promissory note to the Sponsor (as amended on January 6, 2025, the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) February 1, 2025 (as amended) or (ii) the consummation of the Initial Public Offering.

As of January 16, 2025, the Company owed $ 284,023 , which was repaid simultaneously with the closing of the Initial Public Offering.

The Company paid the Sponsor a note balance of $ 285,318 causing an overpayment of $ 1,295 .

On January 22, 2025, the Sponsor returned $ 1,295 to the Company.

Borrowings under this note are no longer available.

As of December 31, 2025 and 2024, there were $ 0 and $ 149,473 , outstanding under the Promissory Note, respectively.

On July 8, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,500,000 to Sponsor which may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company.

The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its Business Combination (the “Maturity Date”).

In the event the Company consummates the Business Combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of ordinary shares of the post-business combination company (the “New PubCo Shares”).

The number of New PubCo Shares to be received by the Sponsor in connection with such optional conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to such Sponsor by (y) $ 10.00 .

The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Company accounts for the Note as a liability under ASC 470.

The Company has not elected the fair value option under ASC 825-10.

The embedded conversion feature is indexed to the Company’s own stock, meets the fixed-for-fixed criteria, and is not required to be bifurcated under ASC 815-15.

Accordingly, the conversion feature qualifies for equity classification under ASC 815-40, provided there are sufficient authorized shares to settle the conversion, and no cash settlement contingencies exist.

As a result, the Note is recognized at its principal amount, net of issuance costs, and presented and disclosed in accordance with ASC 470.

Concurrently with the issuance of the Note, the Company drew an initial amount of $ 250,000 .

As of December 31, 2025 and 2024, there were $ 250,000 and $ 0 , outstanding under the Note, respectively.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Due to Officer

As of December 31, 2024, the Company owes an officer

of the Company $ 12,374 for travel related expenses.

As of December 31, 2025 and 2024, the Company owes an officer of the Company $ 0 and $ 12,374 for travel related expenses, respectively.

Consulting Services

The Chief Executive officer and the Chief Financial

Officer entered into agreements with the Company, commencing on January 16, 2025 through the closing of the Company’s Business Combination,

to pay each officer an aggregate of $ 20,833 per month, subject to availability of sufficient funds from working capital held outside the

Trust Account.

The Chief Executive Officer and the Chief Financial Officer entered into agreements with the Company, commencing on January 16, 2025 through the closing of the Company’s Business Combination, to pay each officer an aggregate of $ 20,833 per month, subject to availability of sufficient funds from working capital held outside the Trust Account.

For the year ended December 31, 2025, the Company incurred approximately $ 479,000 in consulting fees to the officers.

For the period from June 10, 2024 through December 31, 2024, there was no consulting fees incurred.

As of December 31, 2025 and 2024, approximately $ 31,000 and $ 0 in unpaid consulting fees has been accrued and recorded under accrued expenses in the accompanying balance sheets, respectively.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s

directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit.

The units would

be identical to the Private Placement Units.

As of December 31, 2024, there are no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND

CONTINGENCIES

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit.

The units would be identical to the Private Placement Units.

As of December 31, 2025 and 2024, there are no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) Founder Shares, (ii)

Restricted Private Placement Shares, (iii) Private Placement Units, issued in a private placement simultaneously with the closing

of the Initial Public Offering, private placement shares, private placement warrants and the Class A ordinary shares underlying such

private placement warrants and (iv) private placement units that may be issued upon conversion of working capital loans are entitled

to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring

the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that

the Company register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration

statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will

not be required to effect or permit any registration or cause any registration statement to become effective until termination of the

applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions

resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the

filing of any such registration statements.

The holders of the (i) Founder Shares, (ii) Restricted Private Placement Shares, (iii) Private Placement Units, issued in a private placement simultaneously with the closing of the Initial Public Offering, private placement shares, private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iv) private placement units that may be issued upon conversion of working capital loans are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Underwriting Agreement

The Company has granted the underwriters a 45-day

option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

As of January 16, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully

exercise the over-allotment option to purchase the additional 2,250,000 Units at a price of $ 10.00 per Unit

The underwriters were entitled to (1) an underwriting

discount of $ 0.20 per Unit, or $ 3,450,000 in the aggregate, of which (i) $ 0.065 per unit was paid to the underwriters in cash at

the closing of the Initial Public Offering and (ii) $ 0.135 per Unit was used by the underwriters to purchase Private Placement Units,

and (2) a deferred fee of $ 0.40 per Unit, or $ 6,900,000 .

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public shares in connection

with the consummation of a Business Combination.

NOTE 7 — SHAREHOLDER’S

Preference Shares — The

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other

rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2024, there were

no preference shares issued or outstanding.

Class A Ordinary Shares — The

Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A

ordinary shares are entitled to one vote for each share.

At December 31, 2024, there are no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The

Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B

ordinary shares are entitled to one vote for each share.

At December 31, 2024, there were 5,750,000 Class B ordinary shares issued

and outstanding (see Note 5).

Only holders of Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders

of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders

except as otherwise required by law.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one

basis, subject to adjustment.

Warrants — There are no warrants

issued or outstanding as of December 31, 2024.

The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions.

As of January 16, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 2,250,000 Units at a price of $ 10.00 per Unit

The underwriters were entitled to (1) an underwriting discount of $ 0.20 per Unit, or $ 3,450,000 in the aggregate, of which (i) $ 0.065 per unit was paid to the underwriters in cash at the closing of the Initial Public Offering and (ii) $ 0.135 per Unit was used by the underwriters to purchase Private Placement Units, and (2) a deferred fee of $ 0.40 per Unit, or $ 6,900,000 .

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public shares in connection with the consummation of a Business Combination.

Warrants — As of December 31, 2025, there were 8,961,438 warrants outstanding, including 8,625,000 Public Warrants and 336,438 Private Placement Warrants.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares

will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days

after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A

ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless

a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of

the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations

with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash or on a cashless

basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of

the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable

efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares

issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective

within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement,

and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national

securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the

Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will

not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once

the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

not less than 30 days ’ prior written notice of redemption to each warrant holder;

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for cash

unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable

upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout

the 30 -day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis.

the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption as

described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant

following the notice of redemption to do so on a cashless basis.

In the case of such a cashless exercise, each holder would pay the exercise

price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the

product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”

less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as used in the preceding

sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading

day prior to the date on which the notice of redemption is sent to the holders of the public warrants.

If its management takes advantage

of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary

shares to be received upon exercise of the warrants, including the “fair market value” in such case.

The Company has established the $ 18.00 per share (as

adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium

to the public warrant exercise price.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public

Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price as well as the $ 11.50 Public

Warrant exercise price after the redemption notice is issued.

In addition, if (x) the Company issues additional

ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination

at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be

determined in good faith by its board of directors and, in the case of any such issuance to either of the Sponsor or its affiliates, without

taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds,

and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of its Initial Business

Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading

day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such

price, the “Market Value”) is below $ 9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest

cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price

will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the

Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the

Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement

Warrants will be exercisable on a cashless basis and be non-redeemable.

NOTE 8 — SEGEMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes

standards for companies to report in their financial statement information about operating segments, products, services, geographic areas,

and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may

recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s

chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that there is only one reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as

net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the

Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included

in net income or loss:

2024 (inception)

December 31, 2024

and operating costs

Formation and operating costs are reviewed and monitored

by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction

within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

Formation and operating costs, as reported on the statement of

operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported

on the statement of operations and described within their respective disclosures.

● upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant following the notice of redemption to do so on a cashless basis.

In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants.

If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case.

The Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to either of the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At December 31, 2025 and 2024, there are 1,242,875 Class A ordinary shares issued and outstanding, excluding 17,250,000 Class A ordinary shares subject to redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

At December 31, 2025 and 2024, there were 5,750,000 Class B ordinary shares issued and outstanding (see Note 5).

Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Maturity Date:

Level December 31,

Investments held in Trust Account – U.S.

Treasury Securities January 8, 2026 1 $ 181,285,220

PLUM ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 9 — SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss:

General and administrative expenses $ 1,021,268 $ 91,980

Interest earned on marketable securities held in Trust Account 7,060,220 —

Cash $ 296,249 $ 3,864

Investments held in Trust Account 181,285,220 —

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than

as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

On January 16, 2025, the underwriters exercised

their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no

longer subject to forfeiture.

As of January 16, 2025, the Company owed $ 284,023 ,

which were repaid simultaneously with the closing of the Initial Public Offering.

The Company paid the Sponsor a note balance of $ 285,318

causing an overpayment of $ 1,295 due from Sponsor.

Subsequent to the balance sheet date, on January 22, 2025, the Sponsor returned the

$ 1,295 to the Company.

Borrowings under this note are no longer available.

On January 16, 2025, the Company consummated the

Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the

Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option

in the amount of 2,250,000 Units, at $ 10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $ 172,500,000 .

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,728,750 , as follows:

(i) by and among the

Company and each of the Underwriters for the purchase by the Underwriters of an aggregate of 232,875 private placement units for an aggregate

purchase price of $ 2,328,750 and (ii) by and between the Company and Plum Partners IV, LLC (the “Sponsor”) for the purchase

by the Sponsor of an aggregate of 440,000 private placement units and 570,000 restricted Class A ordinary shares for an aggregate purchase

price of $ 4,400,000 .

The private placement units are identical to the units sold in this offering, subject to certain limited exceptions

as described in the prospectus.

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued on March 31, 2026.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 8, 2026, the Company entered into the Business Combination Agreement, by and among the Company, Plum IV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Plum IV, and Controlled Thermal Resources Holdings Inc., a Delaware corporation, pursuant to which, Merger Sub will merge with and into CTR, with CTR continuing as the surviving company.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

Plum Acquisition Corp.

2 unchanged sentences

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 2025.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in

the capacities indicated on March 31, 2026.

/s/ Kanishka Roy

7 unchanged sentences

(Principal Financial Officer)

/s/ Aidin Aghamiri

March 31, 2026

Aidin Aghamiri

/s/ Allan Chou

March 31, 2026

Avanish Sahai

/s/ Anjai Gandhi

March 31, 2026

/s/ Avanish Sahai

March 31, 2026

Avanish Sahai

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures