Plum Acquisition Corp IV

S-11 ea0210204-01.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on July 31, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

2021 Fillmore St. #2089

San Francisco, California 94115

Tel: (929) 529-7125

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Kanishka Roy

Chief Executive Officer

2021 Fillmore St. #2089

San Francisco, California 94115

Tel: (929) 529-7125

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED July 31, 2024

PRELIMINARY PROSPECTUS

$200,000,000

20,000,000 Units

Plum Acquisition Corp. IV is a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management and operating experience.

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on page 38. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

(1) Includes (a) $0.25 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the overallotment option is exercised in full), payable to the underwriter upon the closing of this offering, of which (i) $0.10 per unit will be paid to the underwriter in cash, (ii) $0.10 per unit will be used by the underwriter to purchase private placement units and (iii) $0.05 per unit will be reimbursed to us for expenses; and (b) up to $0.40 per unit, or up to $8,000,000 in the aggregate (or up to $9,200,000 if the overallotment option is exercised in full) payable to the underwriter in this offering, for deferred underwriting commissions, to be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial business combination, but such $0.40 per unit shall be due solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of our initial business combination. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting” for additional information regarding underwriting compensation.

Of the proceeds we receive from this offering, and the sale of the private placement units described in this prospectus, $200.0 million (or $230.0 million if the underwriter’s over-allotment option is exercised in full) ($10.00 per unit), will be deposited into a U.S.-based trust account maintained with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to up to 8% of interest earned on the funds held in the trust account that may be released to us for working capital purposes and interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or such earlier liquidation date as our board of directors may approve, unless such time period is extended in accordance with our amended and restated articles of association, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, or such later time as provided for in any amendment to our amended and restated memorandum of articles of association, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about 2024.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

This is an initial public offering of our securities. Each 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 thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The public warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable) and not previously released to us pursuant to permitted withdrawals (as described herein) and to pay our taxes, if any, divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide 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), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. In addition, our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the Securities and Exchange Commission’s “penny stock” rules.) See “Summary — The Offering — Limitations on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote. We will have 24 months from the closing of this offering to consummate an initial business combination or until such earlier liquidation date as our board of directors may approve. However, we may seek the approval of our shareholders at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity). As described herein, our initial shareholders, executive officers, and directors have agreed that they will not propose any such amendment unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay our taxes), divided by the number of then-outstanding public shares, subject to the limitations described herein. See “Proposed Business Redemption of Public Shares and Liquidation if no Initial Business Combination” for more information.

If we have not completed our initial business combination within 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, or such later time as provided for in any amendment to our amended and restated memorandum of articles of association, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses)

and not previously released to us pursuant to permitted withdrawals and to pay our taxes, if any, divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein.

Our sponsor, Plum Partners IV, LLC, a Delaware limited liability company (which we refer to throughout this prospectus as our “Sponsor”), has committed to purchase an aggregate of 450,000 private placement units, (or 495,000 private placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per unit, or $4,500,000 in the aggregate (or $4,950,000 if the underwriter’s overallotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), the representative of the underwriters, has committed to purchase an aggregate of 200,000 private placement units (or 230,000 private placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per unit, or $2,000,000 in the aggregate (or $2,300,000 if the underwriter’s overallotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. See Summary — The Offering — Private Placement Units and Underlying Securities.

[•] institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as the “non-managing investors” throughout this prospectus, have expressed an interest to purchase, indirectly through the purchase of non-managing Sponsor membership interests, an aggregate of [•] private placement units (or [•] private placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per unit ($[•] in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non-managing investor purchasing, through our Sponsor, the private placement units allocated to it in connection with the closing of this offering, our Sponsor will issue membership interests at a nominal purchase price to the non-managing investors reflecting interests in an aggregate of [•] founder shares held by Sponsor.

The interests of the members of our Sponsor are denominated in two classes of membership interest units: (i) class A membership units representing interests in the founder shares and (ii) class B membership units that will represent an interest in the private placement units. All members of our Sponsor, including any non-managing investor that may join our Sponsor concurrently with this offering will hold both classes of membership units representing their proportional interest in the founder shares and private placement units. Pursuant to an agreement of all members of our Sponsor, the management and control of our Sponsor is vested exclusively in Kanishka Roy, our Chairman and Chief Executive Officer, as the managing member of our Sponsor, without any voting, veto, consent or other participation rights by any non-managing investors regardless of their unit ownership. As a result of this management structure, non-managing investors will have no right to control our Sponsor, or participate in any decision regarding the disposal of any security held by our Sponsor, or otherwise.

The non-managing investors have expressed to us an interest in purchasing up to an aggregate of approximately $[•] million of the units in this offering at the offering price (assuming the exercise in full of the underwriter’s over-allotment option). While there is no limit on the number of units that may be purchased by any of the sponsor non-managing members, none of the non-managing investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing investors may determine to purchase a different number or no units in this offering. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number or no units to the non-managing investors. The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non-managing investors has any obligation to vote any of their public shares in favor of our initial business combination. For a discussion of certain additional arrangements with the non-managing investors, see “Summary — The Offering — Expressions of Interest.” In the event that the non-managing investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-managing investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of

these non-managing investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing investors will vote on any business combination.

Our Sponsor, and the three independent directors that will hold our founder shares prior to this offering (which we refer to as our “initial shareholders” as further described herein) currently hold 7,665,900 Class B ordinary shares (which we refer to as “founder shares” as further described herein), up to 999,900 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, for an aggregate purchase price of $25,000, or approximately $0.003 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 25% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering (not including the Class A ordinary shares underlying the private placement units). Prior to our initial business combination, holders of the Class B ordinary shares will have the right to vote to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. See “Summary — The Offering — Founder Shares”; “Summary — The Offering — Transfer restrictions on founder shares”; “Summary — The Offering — Founder shares conversion andanti-dilution rights”; “Summary — The Offering — Appointment of directors; Voting rights”; “Summary — The Offering — Private Placement Units and Underlying Securities,” for further discussion on our sponsor’s and our affiliates’ securities and compensation.

Because our Sponsor acquired the founder shares at a nominal price of approximately $0.003 per share, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. See the sections titled “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our Sponsor and certain of our independent directors for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.”

The following table illustrates the difference between the public offering price and our net tangible book value (“NTBV”), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option. See the sections titled “Prospectus Summary — Dilution” and “Dilution” for more information.

Our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any

of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest.”

Prior to this offering, there has been no public market for our units, Class A ordinary shares or public warrants. We have applied to list our units on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PLMKU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public warrants constituting the units will begin separate trading on the 52 nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Cohen informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “PLMK” and “PLMKW,” respectively.

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Book-Running Manager

Cohen & Company Capital Markets

The date of this prospectus is , 2024