Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, Plum Acquisition Corp.
IV, a Cayman Islands exempted company (which will transfer by way of continuation from the Cayman Islands to the State of Delaware and
domesticate as a Delaware corporation prior to the closing of the Transactions (as defined below)) (“Plum IV”), Plum
IV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Plum IV (“Merger Sub”), and Controlled
Thermal Resources Holdings Inc., a Delaware corporation (the “Company”) entered into a Business Combination Agreement
(as amended on May 15, 2026, the “Business Combination”), pursuant to which, among other things and subject to the
terms and conditions contained therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving
company.
On July 6, 2026, Plum IV, the Company and Merger
Sub entered into a second amendment to the Business Combination Agreement (the “Second BCA Amendment” and the Business
Combination Agreement, as amended by the Second BCA Amendment, the “Amended BCA”), which amends the Business
Combination Agreement to, among other things, (i) reduce the aggregate number of potential earnout shares issuable to the Company’s
shareholders following the closing from 100,000,000 to 70,000,000, with each of the eight earnout tranches reduced proportionally from
12,500,000 to 8,750,000 shares; (ii) extend the date by which the parties are required to make any filings or applications required under
antitrust laws with respect to the transactions contemplated by the Amended BCA (the “Transactions”) from July 31,
2026 to September 30, 2026; (iii) increase the maximum number of shares issuable to Plum Partners IV, LLC as reimbursement for founder
shares issued to Plum IV shareholders, or issuable to Plum IV shareholders, who agree not to redeem their Plum IV shares from 2,000,000
to 3,000,000; (iv) extend the date by which the closing must occur from December 31, 2026 to April 30, 2027; (v) reduce the valuation
used to calculate the merger consideration from $4,500,000,000 to $3,150,000,000; and (vi) extend the deadlines by which the Company
is required to deliver certain material consents to the dates listed on Schedule 8.01(m) to the Amended BCA.
The foregoing description of the Second BCA Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Second BCA Amendment, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”), and incorporated herein by reference.
Additional Information
and Where to Find It
In connection with the
Transactions, Plum IV and the Company intend to file with the SEC a registration statement on Form S-4 (the “Registration Statement”),
which will include a preliminary proxy statement of Plum IV as well as a preliminary prospectus relating to the offer of securities to
be issued to the stockholders of the Company (the “Proxy Statement/Prospectus”). After the Registration Statement is
declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders of Plum IV as of the record
date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Plum IV will also
file other documents regarding the Transactions with the SEC. This Current Report does not contain all of the information that should
be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect
of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF PLUM IV AND OTHER INTERESTED PARTIES ARE URGED TO
READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH PLUM IV’S SOLICITATION OF PROXIES FOR
THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY
STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT PLUM IV, the Company AND THE TRANSACTIONS. Investors
and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other
documents filed or to be filed with the SEC by Plum IV, without charge, once available, on the SEC’s website at 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
Plum IV, the Company
and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Plum
IV’s shareholders in connection with the Transactions. A list of the names of such directors and executive officers and information
regarding their interests in the Transactions and their ownership of Plum IV’s securities is, or will be, contained in Plum IV’s
filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies from Plum IV’s shareholders in connection with the Transactions, including the names and interests of
the Company’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed
by Plum IV and the Company with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This Current Report is
for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy
or exchange the securities of Plum IV or the Company, or any commodity or instrument or related derivative, nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. This Current Report is not, and under no circumstances is
to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any
other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act
or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself
of any exemption under the Securities Act.