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The following discussion and analysis of the Company’s financial
−Removed: condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
−Removed: in this Quarterly Report.
−Removed: Certain information contained in the discussion and analysis set forth below includes forward-looking statements
−Removed: that involve risks and uncertainties.
+Added: condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and
+Added: the notes thereto contained elsewhere in this Quarterly Report.
+Added: Certain information contained in the discussion and analysis set forth
+Added: below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking
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We cannot assure you that our plans to complete a business combination will be successful.
+Added: Proposed Business Combination
+Added: Business Combination Agreement
+Added: On March 8, 2026, we entered into a business combination
+Added: agreement (the “Business Combination Agreement”) by and among us, Plum IV Merger Sub, Inc., a Delaware corporation and our
+Added: direct wholly owned subsidiary (“Merger Sub”) and our direct wholly owned subsidiary, and Controlled Thermal Resources Holdings
+Added: Inc., a Delaware corporation (“CTR”), pursuant to which, among other things and subject to the terms and conditions contained
+Added: therein, Merger Sub will merge with and into CTR (the “Merger”), with CTR continuing as the surviving company.
+Added: company’s business is expected to continue to operate through CTR.
+Added: The proposed Merger is expected to be consummated after receipt
+Added: of the required approvals by our shareholders and CTR’s stockholders and the satisfaction or waiver of certain other customary conditions.
+Added: For more information about the Business Combination
+Added: Agreement and the Business Combination, see Note 1- “Proposed Business Combination”.
+Added: Transaction Support
+Added: Simultaneously with the
+Added: execution and delivery of the Business Combination Agreement, we and certain stockholders of CTR (collectively, the “Supporting
+Added: CTR Stockholders”), who collectively have the right to cast at least 60% of the votes entitled to be cast at a special meeting of
+Added: CTR’s stockholders entered into a transaction support agreement (the “Transaction Support Agreement”), pursuant to which
+Added: the Supporting CTR Stockholders have agreed, among other things, to vote all of their shares of CTR’s common stock in favor of adopting
+Added: and approving the Business Combination Agreement and the Business Combination.
+Added: Registration Rights
+Added: In connection with the
+Added: Business Combination, simultaneously with the closing of the Business Combination (the “Closing”), we and certain holders
+Added: will enter into an (the “Amended and Restated Registration Rights Agreement”) Amended and Restated Registration Rights Agreement
+Added: that amends and restates the Registration Rights Agreement, dated January 14, 2025, by and among us, our sponsor and certain other security
+Added: holders named therein, pursuant to which, among other things, (i) we will agree to file, as soon as practicable (and in any event
+Added: within thirty (30) calendar days) following the closing date, a registration statement covering the resale of certain equity securities
+Added: held by the sponsor and such other securityholders parties thereto;
+Added: and (ii) such holders of registrable securities will be granted
+Added: certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on
+Added: the terms and subject to the conditions set forth in the Amended and Restated Registration Rights Agreement.
+Added: Lock-Up Agreement
+Added: In connection with the
+Added: Business Combination, simultaneously with the Closing, we, our sponsor and certain stockholders of CTR (such holders, collectively, the
+Added: “Lock-Up Parties”) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”).
+Added: The Lock-Up Agreement will provide
+Added: that, during the applicable Lock-Up Period (as defined in the Lock-Up Agreement), subject to certain exceptions, the Lock-Up Parties will
+Added: 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,
+Added: hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
+Added: or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position, (ii) enter into any swap
+Added: or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
+Added: any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to
+Added: effect any transaction specified in clause (i) or (ii).
+Added: July Promissory Note
+Added: On July 8, 2025, we issued an unsecured promissory
+Added: 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
+Added: defined below) upon our request.
+Added: The Note (as defined below) does not bear interest and the principal balance will be payable on the date
+Added: on which we consummate our initial business combination.
+Added: In the event we consummate the business combination, the sponsor has the option
+Added: on the Maturity Date to convert the principal outstanding under the Note into that number of ordinary shares of the post-business combination
+Added: The number of New PubCo Shares (as defined below) to be received by the sponsor in connection with such optional conversion will
+Added: be an amount determined by dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to the sponsor by (y)
+Added: The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal
+Added: balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
Results of Operations
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generated any operating revenues to date.
−Removed: Our only activities from inception through September 30, 2025 were organizational activities
−Removed: and those necessary to prepare for the initial public offering, described below and, after our initial public offering, identifying a
−Removed: target company for a business combination.
−Removed: We do not expect to generate any operating revenues until after the completion of our initial
−Removed: business combination.
−Removed: We expect to generate non-operating income in the form of interest income on marketable securities held after the
−Removed: initial public offering.
−Removed: We expect that we will incur increased expenses as a result of being a public company (for legal, financial
−Removed: reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing,
−Removed: a business combination.
−Removed: For the three months ended September 30, 2025,
−Removed: we had a net income of $1,679,645, which consists of interest earned on investments held in Trust Account of $1,913,171 and interest
−Removed: earned on operating account of $2,474, offset by general and administrative expenses of $236,000.
−Removed: For the nine months ended September 30, 2025,
−Removed: we had a net income of $4,490,927, which consists of interest earned on investments held in Trust Account of $5,268,580 and interest
−Removed: earned on operating account of $2,474, offset by general and administrative expenses of $780,127.
−Removed: For the three months ended September 30, 2024,
−Removed: we had a net loss of $44,788, which consists of formation and operational costs.
−Removed: For the period from June 10, 2024 (inception)
−Removed: through September 30, 2024, we had a net loss of $73,051, which consists of formation and operational costs.
+Added: Our only activities for the period from June 10, 2024 (inception) through March 31, 2026 were
+Added: organizational activities and those necessary to prepare for the initial public offering, described below and, after our initial public
+Added: offering, identifying a target company for a business combination.
+Added: We do not expect to generate any operating revenues until after the
+Added: completion of our initial business combination.
+Added: We expect to generate non-operating income in the form of interest income on marketable
+Added: securities held after the initial public offering.
+Added: We expect that we will incur increased expenses as a result of being a public company
+Added: (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching
+Added: for, and completing, a business combination.
+Added: For the three months ended March 31, 2026, we
+Added: had a net income of $1,199,134, which consists of interest earned on investments held in Trust Account of $1,449,969 and interest earned
+Added: on operating account of $1,880, offset by general and administrative expenses of $252,715.
+Added: For the three months ended March 31, 2025, we
+Added: had a net income of $1,182,055, which consists of interest earned on investments held in Trust Account of $1,488,400 offset by formation
+Added: and operational costs of $306,345.
Liquidity and Capital Resources
−Removed: As of September 30, 2025, we had cash of $469,208.
+Added: As of March 31, 2026, we had cash of $93,512.
Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of ordinary shares by the
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fees, $6,900,000 of deferred underwriting fees and $582,289 of other offering costs.
−Removed: For the nine months ended September 30, 2025,
−Removed: cash used in operating activities was $696,547.
−Removed: Net income of $4,490,927 was affected by interest earned on investments held in trust
−Removed: account of $5,268,580, compensation expense of $36,750 and payment of operation costs through promissory note of $8,550.
+Added: For the three months ended March 31, 2026, cash
+Added: used in operating activities was $202,737.
+Added: Net income of $1,199,134 was affected by interest earned on investments held in trust account
+Added: of $1,449,969.
+Added: Changes in operating assets and liabilities provided $48,098 of cash for operating activities.
+Added: For the three months ended March 31, 2025, cash
+Added: used in operating activities was $338,313.
+Added: Net income of $1,182,055 was affected by interest earned on investments held in trust account
+Added: of $1,488,400, compensation expense of $36,750 and payment of operation costs through promissory note of $8,550.
Changes in operating
−Removed: assets and liabilities provided $35,806 of cash for operating activities.
−Removed: For the period from June 10, 2024 (inception)
−Removed: through September 30, 2024, cash used in operating activities was $15,438 .
−Removed: Net loss of $73,051 was affected by payment of operation
−Removed: costs through promissory note of $20,820.
−Removed: Changes in operating assets and liabilities used $36,793 of cash for operating activities.
−Removed: As of September 30, 2025, we had investments
−Removed: held in the trust account of $179,493,580.
+Added: assets and liabilities used $77,268 of cash for operating activities.
+Added: As of March 31, 2026, we had investments held
+Added: in the trust account of $182,735,189.
We intend to use substantially all of the funds held in the trust account, including any amounts
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capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: As of September 30, 2025, we had cash of $469,208
+Added: As of March 31, 2026, we had cash of $93,512
for working capital purpose.
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note (the “Note”) in the principal amount of up to $1,500,000 to the sponsor which may be drawn down from time to time prior
−Removed: to the Maturity Date (as defined below) upon our request.
−Removed: The Note does not bear interest and the principal balance will be payable on
−Removed: the date on which we consummate our initial business combination (the “Maturity Date”).
−Removed: In the event we consummate the business
−Removed: combination, the sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of
−Removed: ordinary shares of the post-business combination company (the “New PubCo Shares”).
−Removed: The number of New PubCo Shares to be received
−Removed: by the sponsor in connection with such optional conversion will be an amount determined by dividing (x) the sum of the outstanding principal
−Removed: amount (or portion thereof) payable to the sponsor by (y) $10.00.
−Removed: The Note is subject to customary events of default, the occurrence
−Removed: of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note
−Removed: becoming immediately due and payable.
+Added: to the Maturity Date upon our request.
+Added: The Note does not bear interest and the principal balance will be payable on the date on which
+Added: we consummate our initial business combination (the “Maturity Date”).
+Added: In the event we consummate the business combination,
+Added: the sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of ordinary shares
+Added: of the post-business combination company (the “New PubCo Shares”).
+Added: The number of New PubCo Shares to be received by the sponsor
+Added: in connection with such optional conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount (or
+Added: portion thereof) payable to the sponsor by (y) $10.00.
+Added: The Note is subject to customary events of default, the occurrence of certain of
+Added: which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately
+Added: due and payable.
If our estimate of the costs of identifying a
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Going Concern
−Removed: As of September 30, 2025, we had $469,208 in
−Removed: cash and a working capital of $138,786 .
+Added: As of March 31, 2026, we had $93,512 in cash
+Added: and working capital deficit of $318,003.
Further, we have incurred and expect to continue to incur significant costs in pursuit of our
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concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Going Concern,”
−Removed: as of September 30, 2025, management has determined that mandatory liquidation, should a Business Combination not occur, and potential
−Removed: subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern
−Removed: for one year from the date the financial statements are issued.
+Added: as of March 31, 2026, management has determined that mandatory liquidation, should a business combination not occur, and potential subsequent
+Added: dissolution and the liquidity issue raise substantial doubt about our ability to continue as a going concern for one year from the date
+Added: the unaudited condensed consolidated financial statements are issued.
No adjustments have been made to the carrying
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We have no obligations, assets or liabilities,
−Removed: which would be considered off-balance sheet arrangements as of September 30, 2025.
−Removed: We do not participate in transactions that create
−Removed: relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have
−Removed: been established for the purpose of facilitating off-balance sheet arrangements.
−Removed: We have not entered into any off-balance sheet financing
−Removed: arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial
+Added: which would be considered off-balance sheet arrangements as of March 31, 2026.
+Added: We do not participate in transactions that create relationships
+Added: with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
+Added: for the purpose of facilitating off-balance sheet arrangements.
+Added: We have not entered into any off-balance sheet financing arrangements,
+Added: established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
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Critical Accounting Estimates and Policies
−Removed: The preparation of unaudited condensed financial
−Removed: statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
−Removed: management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
−Removed: and liabilities at the date of the financial statements, and income and expenses during the periods reported.
−Removed: Actual results could materially
−Removed: differ from those estimates.
+Added: The preparation of unaudited condensed consolidated
+Added: financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
+Added: requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
+Added: assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods
+Added: Actual results could materially differ from those estimates.
We have not identified any critical accounting policies.
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Management does not believe that any other recently
−Removed: issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
+Added: issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated
+Added: financial statements.
Quantitative and Qualitative Disclosures
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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.