SecProbe.io

CORRESP
1
filename1.htm

June 27, 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. 3 to Registration Statement on Form F-4

    Filed May 22, 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 June 12, 2025 (the “Comment Letter”),
with respect to the Company’s Amendment No. 3 to Registration Statement on Form F-4 filed on May 22, 2025 (the “Amendment
No. 3”). The Company has filed today Amendment No. 4 to the Registration Statement (“Amendment No. 4”) together
with this letter via EDGAR correspondence. For the convenience of the Staff, the numbering of the paragraphs below corresponds to the
numbering of each 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. 4. Capitalized terms used herein but not defined shall have the meanings ascribed to them in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form F-4

Ownership of PubCo Common Shares after Closing, page 54

 1. Comment. 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.

Response. Set forth in the Annex
to this Response Letter is the calculation of net tangible book value per share (unadjusted) as of March
31, 2025, the end of the most recent period for which financial information for Plum Acquisition Corp. III (“Plum”)
is presented in the Registration Statement, as included in the dilution table.

 2. Comment. 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.

Response. The Company has revised
the dilution table on pages 54 and 55 of Amendment No. 4 to clarify that the table presents “other material effects” of potential
sources of dilution, as required by Item 1604(c) of Regulation S-K, rather than only sources of material probable dilution. The Company
has determined that the exercise of the Plum Warrants, the Plum Founder Warrants and the Plum Private Warrants is not a source of “material
probable” dilution because all such warrants are currently out-of-the-money, including the Plum Warrants issuable pursuant to the
Working Capital Note, which the Staff previously requested the Company include in the dilution table. However, the Company has concluded
that the exercise of each of the warrants would constitute a material effect on Plum’s net tangible book value per share, and as
such, has elected to include these effects in the table, while indicating in the footnotes that the exercise of the warrants is not “material
probable.” Additionally, the Company has revised the dilution table to include the transaction expenses attributable to Plum.

Background of the Business Combination,
page 143

 3. Comment. 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.

Response. The Company has revised
the disclosure on pages 147, 150 and 157 of Amendment No. 4 to clarify Plum’s relationship with Cohen during the course of the negotiation
of the Business Combination Agreement and the role Cohen played in the transaction, valuation discussions and diligence investigations.

 4. Comment. 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.

Response. The Company has revised
the disclosure on pages 148, 153, and 157 of Amendment No. 4 to provide the additional requested information.

 5. Comment. We note disclosure on page F-23 that Sponsor entered into a Service Agreement with Freya Advisory, LLC 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.

Response. The Company has revised
the disclosure on the cover page and pages 27, 54 and 163 of Amendment No. 4 to describe the role played by Freya Advisory, LLC and the
compensation payable in connection therewith. Freya Advisory, LLC is a California limited liability company established
by Kanishka Roy, the CEO of Plum, as a vehicle through which he provides consulting services, including consulting services to Plum. Mr.
Roy is the sole manager of Freya Advisory, LLC.

Sources and Uses for the Business
Combination, page 167

 6. Comment. 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.

Response. The Company has revised
the disclosure on page 169 of Amendment No. 4 to provide the additional requested information. The Company believes $10.00 per share is
appropriate because that price is consistent with the price at which Plum sold shares in its initial public offering.

    2

Total PubCo Common Shares to Be Issued
in the Business Combination, page 167

 7. Comment. 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.

Response. The Company has revised
the disclosure on page 168 of Amendment No. 4 to provide the additional requested information.

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. Comment. 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.

Response. The Company acknowledges the Staff’s comment. The Company maintains that its approach to the disclosure of the Intended
U.S. Tax Treatment (as that term is used in the Business Combination Agreement), as detailed below, is consistent with market practice.
Further, our interpretation of Item 4(a)(6) of Form F-4, and Item 1605(b)(6) and Item 601(b)(8) of Regulation S-K is that these provisions
do not require the Company to receive a legal opinion as to the transaction’s qualification for the Intended U.S. Tax Treatment.
The parties to the transaction ultimately determined that the tax consequences of the Intended U.S. Tax Treatment were not sufficiently
material to their respective shareholders to warrant either (i) conditioning the transaction on the receipt of legal opinions regarding
the qualification of the Intended U.S. Tax Treatment or (ii) incurring the cost of obtaining separate legal opinions regarding the qualification
of the Intended U.S. Tax Treatment. This is underscored by the fact that there are significant legal uncertainties under the U.S. federal
income tax rules governing the tax consequences of the transaction to shareholders. As a result, even if the Company or Tactical obtained
an opinion that the transactions qualify as one or more “reorganizations,” the current tax disclosure would not materially
change or provide meaningfully different support for the U.S. federal income tax treatment of the shareholders. As such, the relevant
transaction documents only state the Intended U.S. Tax Treatment and do not offer legal opinions as to the qualification of the Intended
U.S. Tax Treatment.

Instead, also consistent with market practice when no tax
opinion is issued in the transaction, the Company provided in the sections titled “Material U.S. Federal Income Tax Considerations
for U.S. Holders” and “Material U.S. Federal Income Tax Considerations for TRC U.S. Holders” (i) that opinions of counsel
have been provided by Hogan Lovells US LLP and Allen Overy Shearman Sterling US LLP, respectively, that the statements and legal conclusions
contained in those sections are the opinions of such law firms, (ii) the details of the Intended U.S. Tax Treatment and (iii) the tax
consequences and alternative treatment of the transaction should it qualify or fail to qualify for the Intended U.S. Tax Treatment. The
statements in such sections that no opinion of counsel will be provided with respect to the Intended U.S. Tax Treatment are consistent
with historical filings and serve merely to note that a separate legal opinion will not be provided regarding the qualification of the
Intended U.S. Tax Treatment. Further, the discussion of the tax consequences of the Intend U.S. Tax Treatment and any alternative tax
treatment that may arise if the transactions fail to qualify for the Intended U.S. Tax Treatment are, as with all other statements and
legal conclusions in the tax disclosures, set forth as the opinions of Hogan Lovells US LLP and Allen Overy Shearman Sterling US LLP,
respectively.

If desired, the Company can supplement this response with
precedent examples if requested.

    3

Plum Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 229

 9. Comment. 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.

Response. The Company has revised
the disclosure on pages 234 and 235 of Amendment No. 4 to provide the additional requested information.

Business of TRC and Certain Information
About TRC, page 241

 10. Comment. 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.

Response. The Company has
revised the disclosure on page 245 of Amendment No. 4 to discuss in greater detail the timeline for the Phase 1 and Phase 2
Technical Work Programs to evaluate the Peak REE Project.

Comparison of Corporate Governance
and Shareholder Rights, page 314

 11. Comment. 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.

Response. The Company has revised
the disclosure on pages 314, 323 and 324 of Amendment No. 4 to include a comparison of TRC corporate governance and shareholder rights
before and after closing.

Beneficial Ownership of PubCo Securities,
page 329

 12. Comment. Please revise the information presented in your beneficial ownership table to provide the beneficial ownership
as of the most recent practicable date.

Response. The Company has revised
the disclosure on page 333 of Amendment No. 4 to update the beneficial ownership disclosure to June 27, 2025.

 General

 13. Comment. Please revise to disclose the status of any discussions and negotiations regarding the contemplated PIPE Investment.

Response. The Company has revised
the disclosure throughout Amendment No. 4 to state: “As of the date of this proxy statement/prospectus,
no PIPE Investors have committed to fund any PIPE Investment.” As of the date hereof, the parties have received no firm offers for
investments from any investors so there are no parties, deal terms or relationships to describe. If the parties subsequently obtain PIPE
financing, prior to the Meeting for the approval of the Business Combination, stockholders will be notified of the terms of such investment
through an amendment to the Registration Statement or as definitive additional proxy materials, as applicable, and/or, if such PIPE financing
is obtained after the Meeting, on current reports on Form 8-K

 14. Comment. 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 Warrant