SecProbe.io

CORRESP
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May 22, 2025

Division of Corporation Finance, Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Cheryl Brown

    Re:
    Plum III Merger Corp.

    Amendment No. 2 to Registration Statement on Form F-4

    Filed March 28, 2025

    File No. 333-282863

Ladies and Gentlemen:

On behalf of Plum III Merger
Corp. (the “Company”), we submit this letter setting forth the response of the Company to the comment of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its comment letter dated
April 29, 2025 (the “Comment Letter”), with respect to the Company’s Amendment No. 2 to Registration Statement
on Form F-4 filed on March 28, 2025 (the “Amendment No. 2”). The Company has filed today Amendment No. 3 to the Registration
Statement (“Amendment No. 3”) together with this letter via EDGAR correspondence. For the convenience of the Staff,
the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which the Company
has incorporated into this response letter in italicized type, and which is followed by the Company’s response. Unless otherwise
indicated, all page references in the responses are to page numbers in Amendment No. 3. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in Amendment No. 3.

Amendment No.2 to Registration Statement on Form F-4 Cover Page

1. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 3 to clarify that the Business Combination
Proposal requires only a majority of the votes cast by Plum common shares present.

2. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 3 to state that the
Plum Board has unanimously determined that the Business Combination and the transactions contemplated by the Business Combination Agreement
are advisable and in the best interests of Plum and its shareholders.

3. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and on pages 53 and 162 of Amendment No. 3 to include all compensation
received or to be received by the described persons, and whether such compensation or securities issuances received or to be received
may result in a material dilution of the equity interests of non-redeeming shareholders.

Market and Industry Data, page 1

4. Comment. 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.

Response. The Company acknowledges
the Staff’s comment. The only such information that PubCo, Plum or TRC paid for is the Technical Report of APEX Geoscience Ltd and
Kemetco Research Inc. as to the Tactical Resources Inc. Peak Rare Earth Element Project, for which consents have been included in the
Registration Statement. The Company has revised the disclosure on the page 1 of Amendment No. 3 to delete references to additional market
and industry data.

Questions and Answers About the Plum
Shareholders’ Meeting and the Business Combination, page 19

5. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 29 and 157 of Amendment No. 3 to remove the references to the Net Closing
Cash Condition.

Summary of Proxy Statement/Prospectus
The Business Combination, page 42

6. Comment. 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.

Response.
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 46 and 119 of Amendment No. 3 to include
percentages in the diagram to reflect the voting power and economic interests in PubCo on a combined basis, subject to certain
exclusions noted in the preceding paragraph to the diagrams.

Ownership of PubCo Common Shares
after Closing, page 48

7. Comment. 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 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 53 and 54 of Amendment No. 3 to provide the additional requested detail.

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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. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 93 and 94 of Amendment No. 3 to expand the risk factor to provide the
requested information and address the material impact of certain provisions of the Underwriting Agreement still in effect.

The Business Combination Related
Agreements, page 136

9. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 31, 50 and 142 of Amendment No. 3 to disclose that no consideration
was provided in exchange for the agreement by the Sponsor Parties to waive redemption rights.

Background of the Business Combination,
page 137

10. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 143 through 154 of Amendment No. 3 to provide the additional requested
detail.

11. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on page 146 and 147 of Amendment No. 3 to provide further disclosure on discussions
with Company A, Company C and Glowforge, and why such discussions were terminated or abandoned.

12. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 155 through 158 of Amendment No. 3 to provide further discussion on
the benefits and detriments of the transaction and any related financing transactions to each of the described persons.

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The TRC Board’s Reasons for
Approval of the Business Combination, page 146

13. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 154 and 155 of Amendment No. 3 to provide greater detail concerning
the TRC Board’s reasons for engaging in the business combination.

The Plum Board’s Reasons for
the Business Combination, page 147

14. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 155 through 158 of Amendment No. 3 to provide additional detail on all
material analyses the Plum Board relied upon in evaluating the financial aspects of the potential business combination.

15. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 109 and 156 of Amendment No. 3 to provide the requested information
and delete the cross-reference.

16. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 147, 154 and 156 of Amendment No. 3 to clarify Cohen’s role in
the business combination.

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Sources and Uses for the Business
Combination, page 156

17. Comment. 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.

Response. The Company acknowledges
the Staff’s comment and has revised the disclosure on page 168 of Amendment No. 3 to include footnote disclosures describing each
amount and provide further detail as to how each such amount was derived. The Company has presented equity issued to current TRC Shareholders
and liability added to company Balance Sheet with footnotes that provide a further breakdown of the full transaction value to shareholders,
while accounting for, and disclosing, the directly attributable negative working capital position of PubCo resulting from the transaction
in the absence of additional financings. The Company is working on various additional financing opportunities to remediate this position;
however, given that these opportunities have not been finalized, they have been omitted