Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01.
Regulation FD Disclosure.
On
December 19, 2025, Plum Acquisition Corp. IV, a special purpose acquisition company (the “Company”), and American Critical
Resources (“ACR”), a subsidiary of Controlled Thermal Resources Holdings Inc. (“CTR”), issued a press release
announcing that they have entered into a non-binding letter of intent for a potential business combination. A copy of the press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
No
assurances can be made that the Company and ACR will successfully negotiate and enter into a definitive agreement, or that the proposed
business combination will be consummated on the terms currently contemplated, or at all. Any transaction would be subject to the completion
of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction of the conditions
negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation language in such filings.
Additional Information
and Where to Find It
If
a definitive agreement is entered into in connection with the proposed business combination, the Company or a newly formed holding company
will prepare a registration statement on Form S-4, which will include a preliminary proxy statement of the Company containing information
about the proposed business combination and the respective businesses of the Company and ACR, as well as the prospectus relating to a
potential newly formed holding company’s securities to be issued in connection with the completion of the proposed business combination,
to be filed with the U.S. Securities and Exchange Commission (“SEC”). In an instance where a definitive agreement is executed
and after the registration statement is declared effective, the proxy statement/prospectus will be mailed to the Company’s shareholders.
The Company urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents
filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can
also read the Company’s reports filed with the SEC for a description of the security holdings of its officers and directors and
their respective interests as security holders in the consummation of the proposed transactions described herein. The proxy statement/prospectus,
once available, and the Company’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov) or by
directing a request to: Plum Acquisition Corp. IV, 2021 Fillmore St., #2089, San Francisco, California 94115, Attention: Kanishka Roy,
or by email at plumir@icrinc.com.
Participants in the
Solicitation
The
Company or a newly formed holding company, ACR and their respective directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in
connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders
in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination
when available. Information concerning the interests of ACR and the Company’s participants in the solicitation, which may, in some
cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating
to the proposed business combination when it becomes available.
Forward-Looking Statements:
This
Current Report on Form 8-K and the exhibit hereto include “forward-looking statements” with respect to the Company and ACR.
All information in this press release concerning ACR has been provided solely by ACR and has not been independently verified by the Company,
which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to update the
information in this press release, except as required by law. The expectations, estimates, and projections of the businesses of ACR and
the Company may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to
the execution and delivery of a definitive agreement with respect to the proposed business combination, expectations with respect to future
performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the
proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside of the control of ACR and the Company and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that
the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially
from the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceeding that is ongoing or may be instituted
against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto;
(3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of ACR
and the Company or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-acquisition company’s
securities on the Nasdaq Stock Market LLC, the New York Stock Exchange, or another national securities exchange following the proposed
business combination; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement
and consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth
profitably and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations;
and (9) risks related to ACR’s business, including fluctuations in demand and prices for lithium and other critical minerals, competition
within the industry, the risks inherent in development projects and exploration activities, potential delays or cost overruns in capital
expenditures, the ability to secure necessary raw materials, compliance with regulatory requirements, environmental and safety obligations,
economic and market conditions, and political or geopolitical developments; (10) the “Risk Factors” sections of the most recent
Annual Report on Form 10-K filed with the SEC by the Company; other risks and uncertainties included in documents filed or to be filed
with the SEC by ACR and the Company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. ACR and the Company do not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based, except as required by law. Past performance by ACR’s or the Company’s
management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance
on the historical record of the performance of ACR’s or the Company’s management teams or businesses associated with them
as indicative of future performance of an investment or the returns that ACR or the Company will, or are likely to, generate going forward.
No Offer or Solicitation
This
Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the proposed business combination. This Current Report on Form 8-K and the exhibit hereto shall also
not constitute an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to or in connection with the proposed business combinations or otherwise, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
────────────────────────────────────────────────────────────────────────────────────────────────
99.1 Press release dated December 19, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)