SecProbe.io

April 29, 2025
Kanishka Roy
Chief Executive Officer
Plum III Merger Corp.
2021 Fillmore St., #2089
San Francisco, California 94115
Ranjeet Sundher
Chief Executive Officer
Tactical Resources Corp.
Suite 1500 – 1055 West Georgia Street
Vancouver, British Columbia, Canada V6E 4N7
Re:Plum III Merger Corp.
Tactical Resources Corp.
Amendment No. 2 to Registration Statement on Form F-4
Filed March 28, 2025
File No. 333-282863
Dear Kanishka Roy and Ranjeet Sundher:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No.2 to Registration Statement on Form F-4
Cover Page
1.We note your disclosure that the Business Combination Proposal requires a majority
of votes cast by Plum common shares present. However, disclosure on the cover page
and elsewhere also states that such proposal requires a Special Resolution being the
affirmative vote of at least 66 2/3% of the votes cast. Please revise or advise.

April 29, 2025
Page 2
2.Please revise your cover page to state the determination of the board of directors
disclosed in response to Item 1606(a) of Regulation S-K. Refer to Item 1604(a)(1) of
Regulation S-K for guidance.
3.Please expand your disclosure to include all compensation received or to be received
by the Sponsor, Former Sponsor, their affiliates and any promotor, including the
Sponsor Warrants for Working Capital Note and any reimbursements, and disclose
whether the compensation and securities issuances received or to be received may
result in a material dilution of the equity interests of non-redeeming
shareholders. Refer to Item 1604(a)(3) of Regulation S-K.
Market and Industry Data, page 1
4.We note you disclose that the proxy statement/prospectus includes market and
industry data based on reports, research surveys, studies, and similar data prepared by
market research firms and other third parties and that such data was paid for or
sponsored by PubCo and TRC. If any such data was commissioned for use in
connection with the registration statement, please file consents pursuant to Rule 436
of the Securities Act as exhibits to your registration statement or tell us why you
believe you are not required to do so.
Questions and Answers About the Plum Shareholders' Meeting and the Business
Combination, page 19
5.We note you disclose on page 25 that the consummation of the Business Combination
is conditioned upon satisfaction of the Net Cash Closing Condition. However, this
requirement does not appear to be discussed or otherwise referenced within the proxy
statement/prospectus. Please revise or advise. To the extent applicable, please include
a question and answer discussing the condition and your plans to satisfy such
condition.
Summary of Proxy Statement/Prospectus
The Business Combination, page 42
6.We note you disclose that the diagram of PubCo immediately following the Business
Combination includes percentages to reflect the voting power and economic interests
in PubCo on a combined basis. Please revise your diagram to include such
percentages.
Ownership of PubCo Common Shares after Closing, page 48
Outside of your tabular disclosure on page 48, please provide the extent to which the
compensation and securities issuance has resulted or may result in material dilution of
the equity interests of Plum Public Shareholders. Refer to Item 1604(b)(3). In
addition, please revise your tabular disclosure on page 50 to provide all dilution
disclosures required by Item 1604(c) of Regulation S-K, including disclosures
assuming no additional redemption, and describe the model, methods, assumptions,
estimates, and parameters necessary to understand the tabular disclosure, which
should constitute a reasonably likely range of potential outcomes. Where you
provide the table, describe each material potential source of future dilution that non-
redeeming shareholders may experience, including the Sponsor Warrants for Working 7.

April 29, 2025
Page 3
Capital Note and any transaction expenses. At each redemption level, state the
company valuation at or above which the potential dilution results in the amount of
the non-redeeming shareholders' interest per share being at least the initial public
offering price per share of common stock.
Risk Factors
Citigroup Global Markets, Inc., Morgan Stanley & Co. LLC and William Blair & Company,
L.L.C., the underwriters for Plum's IPO, were to be co, page 88
8.Please expand this risk factor to caution that investors should not place any reliance
on the fact that the firms have been previously involved with the transaction and
address the material impact, if any, of agreement provisions that survive the fee
waiver, such as indemnification, contribution, rights of first refusal or lockups.
The Business Combination
Related Agreements, page 136
9.We note your disclosure on page 46 and elsewhere in your proxy statement/prospectus
summary that pursuant to the Sponsor Support Agreement, each of the Sponsor
Parties agreed to waive, and not exercise, any rights he, she or it may have to elect to
effect a Plum Share Redemption in connection with the Plum Shareholders’ Approval
of the Transactions. Please disclose whether consideration (in cash or in other form of
value) was provided in exchange for the agreement by these parties to waive
redemption rights. Refer to Item 1603(a)(8) of Regulation S-K.
Background of the Business Combination, page 137
10.Please substantially revise your disclosure throughout this section to discuss in greater
detail the substance of meetings and discussions among representatives of Plum and
TRC, including identifying the individuals that participated in each negotiation, the
material terms that were discussed, how parties' positions differed, and how issues
were resolved. Revise to clarify how the pre-money equity value of $500 million was
determined, and how the transaction structure and consideration, including the earn-
out provisions in the April and May 2024 negotiated draft proposals and the need to
obtain additional financing pursuant to a PIPE Investment, evolved during the
negotiations, including the proposals and counter-proposals made during the course of
the negotiations with respect to the material terms of the transaction.
11.Please expand your disclosure to clarify the reasons that Plum and each of Company
A and C mutually decided to terminate discussions and pursue other transactions.
Please also revise this section to discuss the previous letter of intent with Glowforge
and describe the reasons or reason the transaction was abandoned.
12.Please revise your proxy statement/prospectus to disclose the information required by
Item 1605(c) of Regulation S-K. For example, please include a discussion of the
benefits and detriments of the transaction and any related financing transactions to
Plum and its affiliates, the Sponsor and its affiliates, TRC and its affiliates, and
unaffiliated security holders of Plum.

April 29, 2025
Page 4
The TRC Board's Reasons for Approval of the Business Combination, page 146
13.Please revise your disclosure to discuss in greater detail TRC's reasons for engaging in
the business combination. Refer to Item 1605(b)(3) of Regulation S-K.
The Plum Board's Reasons for the Business Combination, page 147
14.We note that the Plum Board determined not to obtain a fairness opinion or any other
third party report, opinion or appraisal of the transaction, given that the officers and
directors of Plum have substantial experience in evaluating the operating and financial
merits of companies from a wide range of industries and concluded that their
collective experience, together with the experience and sector expertise of Plum’s
financial advisor, enabled them to make the necessary analyses and determinations
regarding the merits of the transaction. We further note that Cohen shared its views on
key valuation metrics, including its views on the valuations of publicly traded
comparable companies. Please revise to describe in greater detail all material analyses
the Board relied upon in evaluating the financial aspects of the potential business
combination.
15.We note your disclosure that in connection with its determination to approve the
business combination, Plum's Board considered TRC's projected growth trends and
projected financials. Please expand to discuss these factors in more detail and whether
Plum's Board considered these or other factors in determining that the consideration
being paid in the business combination was fair to and in the best interests of Plum
and its shareholders, and appropriately reflected the underlying value of TRC's
tangible assets and growth prospects. In that regard, we note you include a cross-
reference on page 103 to disclosure under "TRC Projected Financial and Operating
Information," but are unable to locate such disclosure.
16.We note that on March 13, 2024, Cohen  reached out to Plum to gauge Plum’s interest
in an introduction to TRC, who was exploring a potential business combination with a
special purpose acquisition company, and that on August 24, 2024, Plum formally
engaged Cohen as its financial advisor to represent and advise Plum on the
transaction. Please revise to clarify Cohen's role in finding a business combination
target and the Transactions, and disclose the level of diligence that Cohen performed
in connection with the Transactions.
Sources and Uses for the Business Combination, page 156
17.Please provide footnote disclosures to describe each of the amounts presented in the
tables of the sources and uses of funds, including sufficient detail to understand how
the amounts were derived. In addition, explain to us why equity issued to current TRC
Shareholders and liability added to company Balance Sheet are appropriate to be
presented for the source and uses for funding the business combination.
Material U.S. Federal Income Tax Considerations for U.S. Holders, page 160
18.If you intend to file a short-form opinion, please revise the related tax disclosure in
your proxy statement/prospectus to clearly state that the tax consequences of the
business combination to the respective securityholders of Plum and TRC is the
opinion of named counsel and clearly identify the opinions being rendered.

April 29, 2025
Page 5
Unaudited Pro Forma Condensed Consolidated Financial Information, page 196
19.Please provide to us the underlying calculation of how the number of Fully-Diluted
TRC shares was derived.
20.We note from page 198 you provide a tabular disclosure to summarize the pro forma
PubCo Common Shares outstanding under the no redemption and maximum
redemption scenarios. Please provide notes to explain how each of these shares
amounts was derived.
21.For each adjustment you made in your pro forma financial statements, please revise
your notes to describe the components of the adjustment and quantify the amount of
each component leading to the adjustment amount. Refer to Rule 11-02(a)(8) of
Regulation S-X. For example, we note you made adjustment 1 for $3,330,960 to
reflect the reverse recapitalization at the closing of the Business Combination with the
elimination of Plum’s historical equity and accumulated deficit. Revise to quantify the
amount of each component leading to the adjustment for $3,330,960.
Pro Forma Condensed Consolidated Income Statement, page 200
22.For periods presented, please revise to provide historical and pro forma basic and
diluted per share amounts on the face of pro forma condensed consolidated income
statement. Refer to Rule 11-02(a)(9) of Regulation S-X.
Note 2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page 202
23.We note you made adjustments 5 and 9 to reflect the issuance of promissory notes by
Plum and issuance of convertible debentures from the interim financing undertaken by
Tactical, respectively. Please revise your footnotes to describe the terms of these
promissory notes and convertible debentures. In addition, clarify why no related
adjustments were made to interest expense in your pro forma statements of operations.
24.We note you made adjustment 2 to reflect the cost to be incurred for the transaction
for $700,000 to Prepaid Expenses and $10,525,000 for accounts payable and accrued
liabilities. Please clarify whether the transaction costs of $22,414,500 have been
incurred and recognized in the historical financial statements separately quantifying
the amounts that have been incurred and recognized in the financial statements and
amounts that have not been recognized. For each of these amounts, please clarify
whether they are included in the proforma adjustments and why the adjustments are
appropriate under Rule 11-02(a)(6) of Regulation S-X.
25.Please explain why you adjusted your pro forma balance sheet to recognize additional
interest earned in the trust account in note 3 considering that your pro forma balance
sheet assumes the transaction occurred as of October 31, 2024.
Note 3. Unaudited Pro Forma Condensed Combined Statements of Operations, page 203
26.You state that adjustment 3 to your pro forma statement of operations has been made
to "recognize the additional interest income earned from the Trust Account and
remove the Trust Account concurrent with the completion of the transaction."
However, it appears that the adjustment eliminates the historical interest earned.
Please clarify or revise your disclosure to address this inconsistency.

April 29, 2025
Page 6
Note 4. Loss Per Share, page 203
27.Please revise your tabular disclosure on page 204 for Pro Forma Weighted Average
Shares – Basic and Diluted to show separately the number of historical shares based
on the weighted average number of shares outstanding during the period and the
number of shares to be issued to consummate the transaction. Refer to Rule 11-
02(a)(9)(ii) of Regulation S-X.
Management, page 208
28.We note you disclose on page 212 that each of your officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual
obligations to another entity. Please revise to more specifically describe the fiduciary
duties of each of your officers and directors to other companies to which they have
fiduciary duties. For example, we note that Messrs. Roy and Handwerker are also
officers of Plum Acquisition IV. Refer to Item 1603(c) of Regulation S-K.
Business of TRC and Certain Information About TRC, page 227
29.Consistent with Item 1304(b)(iii) of Regulation S-K please summarize the terms
associated with your mineral rights and property ownership agreements including, but
not limited to, the Offtake Agreement and Amending Agreement.
30.We note your disclosure on page 240 regarding the extraction results associated with
your metallurgical test program. Please revise to include the sample size and head
grade associated with each of the three samples that were analyzed.
31.Please revise to disclose the information required by Item 1305 of Regulation S-K,
concerning your exploration internal controls.
Management of TRC, page 242
32.Please provide the biographical information required by Form F-4 and Form 20-F for
Alnesh Mohan.
Description of PubCo Securities
Public Shareholders' Warrants, page 287
33.We note you disclose that the Warrant Agreement has an exclusive forum provision.
We further note the cross reference to a risk factor titled "Our warrant agreement will
designate the courts of the State of New York or the United States District court for
the Southern District of New York as the sole and exclusive forum for certain types of