UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-42472
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1795710 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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2021 Fillmore St. #2089
San Francisco, California 94115
(Address of principal executive offices)
(Zip Code)
(929) 529-7125
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered |
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| Class A ordinary shares, $0.0001 par value per share | PLMK | The Nasdaq Stock Market LLC |
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| Warrants to purchase one share of Class A ordinary shares | PLMKW | The Nasdaq Stock Market LLC |
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| Units, each consisting of one share of Class A ordinary shares and one-half of one redeemable warrant | PLMKU | The Nasdaq Stock Market LLC |
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Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ Emerging growth company ☒ |
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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 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐
As of June 30, 2025, the aggregate market value of the Class A ordinary shares, par value $0.0001 per share, of the registrant held by non-affiliates of the registrant was $177,330,000 based on the $10.28 closing sale price of the Registrant’s Class A ordinary shares on such date.
As of March 31, 2026, there were 18,492,875 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
TABLE OF CONTENTS
| Page |
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| PART I |
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| Item 1. | Business | 1 |
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| Item 1A. | Risk Factors | 7 |
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| Item 1B. | Unresolved Staff Comments | 43 |
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| Item 1C. | Cybersecurity | 43 |
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| Item 2. | Properties | 43 |
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| Item 3. | Legal Proceedings | 43 |
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| Item 4. | Mine Safety Disclosures | 43 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 44 |
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| Item 6. | [Reserved] | 44 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 45 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
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| Item 8. | Financial Statements and Supplementary Data | 48 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 49 |
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| Item 9A. | Controls and Procedures | 49 |
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| Item 9B. | Other Information | 49 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 49 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 50 |
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| Item 11. | Executive Compensation | 55 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 56 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 57 |
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| Item 14. | Principal Accountant Fees and Services | 60 |
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| PART IV |
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| Item 15. | Exhibits and Financial Statement Schedules | 61 |
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| SIGNATURES | 63 | |
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i
CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (“Annual Report”) or unless the context otherwise requires, references to:
| ● | “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect as of the date hereof; |
| ● | “Cohen” are to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a representative of the underwriters in the initial public offering; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to the initial public offering, an aggregate of 100,000 of which were transferred to our four independent directors, and our Class A ordinary shares that will be issued upon conversion thereof; |
| ● | “initial shareholders” are to sponsor and our four independent directors that held our founder shares prior or shortly after the initial public offering; |
| ● | “initial public offering” are to our initial public offering, which was consummated on January 16, 2025. |
| ● | “management” or our “management team” are to our directors and officers; |
| ● | “non-managing investors” are to certain institutional investors (none of which are affiliated with any member of our management or any other investor) that 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). 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; |
| ● | “non-managing investor private placement securities” are to the private placement units and restricted private placement shares, collectively, purchased by the non-managing investors through the sponsor; |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “private placement shares” are to the Class A ordinary shares sold as part of the private placement units; |
| ● | “private placement units” are to the units issued to our sponsor and the underwriters in private placements simultaneously with the closing of the initial public offering, which private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in this Annual Report; |
| ● | “private placement securities” are to the private placement units and the non-managing investor private placement securities, collectively; |
| ● | “private placement warrants” are to the warrants sold as part of the private placement units; |
| ● | “public shareholders” are to the holders of our public shares, including our sponsor, any non-managing investors, directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; |
| ● | “public shares” are to our Class A ordinary shares sold as part of the units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
| ● | “public warrants” are to our warrants sold as part of the units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
| ● | “restricted private placement shares” are to 570,000 restricted Class A ordinary shares purchased by the non-managing investors through our sponsor, which shares would be transferred to the non-managing investors only upon consummation of an initial business combination; |
| ● | “Seaport” are to Seaport Global Securities LLC, a representative of the underwriters in the initial public offering ; |
| ● | “sponsor” are to Plum Partners IV, LLC, a Delaware limited liability company; |
| ● | “underwriters” are, collectively, to Cohen and Seaport; |
| ● | “warrants” are, collectively, to the public warrants and the private placement warrants; |
| ● | “warrant agreement” are, together, to our warrant agreement governing the warrants; |
| ● | “we,” “us,” “our” or our “company” are to Plum Acquisition Corp. IV, a Cayman Islands exempted company; and |
| ● | “$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements and risk factors include, but are not limited to, statements and risk factors regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements and risk factors in this Annual Report may include, for example, statements and risk factors about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination with Controlled Thermal Resources Holdings Inc. (“CTR”), which is impacted by various factors; |
| ● | our expectations around the performance of CTR or any other prospective target business or businesses or of markets or industries; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses if the proposed business combination with CTR is not completed; |
| ● | the ability of our directors and officers to generate a number of potential business combination opportunities; |
| ● | the potential liquidity and trading of our public securities; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination; |
| ● | the trust account not being subject to claims of third parties; |
| ● | our financial performance following the initial public offering; or |
| ● | the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report and in our other filings with the SEC, including in our preliminary prospectus/proxy statement included in a Registration Statement on Form S-4 that we intend to file with the SEC, relating to the proposed business combination with CTR (the “S-4 Registration Statement”). |
The forward-looking statements and risk factors contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
iii
