SecProbe.io

June 12, 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. 3 to Registration Statement on Form F-4
Filed May 22, 2025
File No. 333-282863
Dear Kanishka Roy and Ranjeet Sundher:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our April 29, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-4
Ownership of Pubco Common Shares after Closing, page 54
1.Please provide us with your underlying calculations of Plum's net tangible book value
per share as of December 31, 2024 (unadjusted) included in your dilution table at page
54.

June 12, 2025
Page 2
2.We note your revised dilution table at page 54 includes adjustments to net tangible
book value for the exercise of certain warrants. Please tell us how you determined that
these warrant exercises were material probable or consummated transactions as a
result of the business combination under 1604(c) of Regulation S-K. In addition,
explain why you have not included the impacts of transaction expenses as an
adjustment to arrive at pro forma net tangible book value per share. Please revise your
tables as necessary.
Background of the Business Combination, page 143
3.We note your response to prior comment 16 and reissue in part. 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 clarify Plum's relationship to Cohen at the time the parties were
negotiating the business combination and the role Cohen played in the transaction and
valuation discussions. In addition, we note your revised disclosure that Cohen did not
conduct any diligence on TRC on behalf of Plum. However, we also note that Cohen
was present at a meeting on June 13, 2024 to conduct technical due diligence on
TRC's rare earth elements project and that Cohen’s support included providing advice
on matters relating to Plum’s diligence investigation. Please expand your disclosure to
clarify Cohen's role in Plum's diligence investigation.
4.We note your response to prior comment 14. We also note you disclose that the pre-
money equity valuation was determined after considering valuations of comparable
publicly-listed mining companies, such as Lynas Rare Earths, Iluka, WA Resources
Ltd, Brazilian Rare Earths and Aragura Rare Earths Limited, as well as MP Materials,
which was publicly listed after a de-SPAC transaction. Please expand your disclosure
to discuss who prepared such analysis, the criteria used to select the comparable
companies, the valuations of the comparable companies and explain how the
comparable companies analysis was applied to determine the valuation of TRC. In
addition, we note your disclosures on pages 151 and 156 that Cohen’s support
included providing market trading data on specific comparables and precedent
transactions. Please revise to provide the disclosure requested above with respect to
the precedent transactions.
5.We note disclosure on page F-23 that Sponsor entered into a Service Agreement with
Freya Advisory, LCC with respect to certain services relating to diligence on potential
business combination transactions. Please expand your disclosure to discuss Freya
Advisory's role or advise.
Sources and Uses for the Business Combination, page 167
6.We note your response to prior comment 17. Please revise footnote (2) on page 168 to
explain how the 50,000,000 shares to be issued to the TRC Shareholders was derived
and tell us why you believe the $10 per share valuation is appropriate.

June 12, 2025
Page 3
Total PubCo Common Shares to Be Issued in the Business Combination, page 167
7.We note that you disclose pro forma valuations of Pubco of approximately
$811,159,550 and $809,489,390 at an assumed price of $10.00 per share for the no
redemption and maximum redemption scenarios and that you have valued the
securities issued to the TRC Public Shareholders at $350,734,560 based on the same
$10.00 per share price. Please revise your disclosure to clearly explain how these pro
forma valuations were derived and why you believe a $10 per share price is
appropriate. In addition, clearly disclose the methods used and assumptions made in
determining how the enterprise values of Pubco of $602.5 million and $599.2 million,
as disclosed at footnotes (14) and (15), were derived and how they relate to the pro
forma valuations referred to above.
Material U.S. Federal Income Tax Considerations for U.S. Holders
Material U.S. Federal Income Tax Considerations for TRC U.S. Holders, page 172
8.We note your response to prior comment 18 and reissue the comment in part. Please
revise your tax disclosure to clearly identify the opinion being rendered and express a
conclusion for each material federal tax consequence. In that regard, how you "intend"
to report the Domestication, Plum Amalgamation and TRC Amalgamation does not
align with the disclosure requirements set forth in Item 4(a)(6) of Form F-4 or Item
1605(b)(6) of Regulation S-K. In addition, we note your disclosure that you have not
sought, nor do you intend to seek, any opinion of counsel with respect to the
qualification of the Domestication, the Plum Amalgamation and the TRC
Amalgamation as a tax deferred "reorganization" within the meaning of Section
368(a) of the Code. However, we also note that Hogan Lovells US LLP and Allen
Overy Shearman Sterling US LLP will be providing opinions. Please revise to
reconcile your disclosure.
Plum Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 229
9.We note you provided annual financial statements for the years ended December 31,
2024 and 2023. However, you did not provide a discussion and analysis of the results
of operations or liquidity and capital resources, including going concern matters, for
those years. Please advise or revise your disclosures accordingly. Refer to Instruction
6 to Item 5 of Form 20-F.
Business of TRC and Certain Information About TRC, page 241
10.Please expand your disclosure to discuss in greater detail the timeline for the Phase
1and Phase 2 Technical Work Programs to evaluate the Peak REE Project, including
each portion thereof.
Comparison of Corporate Governance and Shareholder Rights, page 314
11.We note your cross reference to a description of the differences between TRC's
Articles and the PubCo's Articles, but are unable to locate such discussion. Please
explain any material differences in the rights of TRC shareholders as compared with
security holders of PubCo. Refer to Item 1605(b)(4) of Regulation S-K.

June 12, 2025
Page 4
Beneficial Ownership of Pubco Securities, page 329
12.Please revise the information presented in your beneficial ownership table to provide
the beneficial ownership as of the most recent practicable date.
General
13.Please revise to disclose the status of any discussions and negotiations regarding the
contemplated PIPE Investment.
14.We note your response to prior comments 3, 7 and 39. We further note that Sponsor
entered into a consulting agreement with the company's Chief Financial Officer
pursuant to which the Chief Financial Officer will receive Founder Shares, Founder
Warrants and a success fee. Please revise or advise.
            Please contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding engineering matters. Please
contact Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Aftanas
Bill Nelson