Plum Acquisition Corp. III

07/13/2026 | Press release | Distributed by Public on 07/13/2026 06:34

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2026 (Form 8-K)

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2026

Tactical
Resources
Corp.
(Historical) 		Plum Acquisition Corp. III
(Historical) 		Plum III Merger Corp.
(Historical) 		Transaction Accounting Adjustments Pro forma
Combined 		Crushed Aggregate Inventory Acquisition True Up Entry for Recognition of Cash Advance Liability True Up Entry for Cash in Trust True Up Entry for Settlement of Promissory Note Elimination of SPAC Ordinary Shares Proforma Shareholders' Equity Upon Listing
As of April 30
2026 		March 31,
2026 		March 31,
2026 		1 2 3 4 5 6 7 8
$ $ $ $ $ $ $ $ $ $ $
ASSETS
Current assets
Cash and cash equivalents 611,288 438 - 7,753,742 8,365,468 (72,480 ) 10,058 8,303,047
Accounts receivable 73,661 - - 73,661 73,661
Due from Merger Co - 27,500 - 27,500 27,500
Inventory - - - - 30,000,000 30,000,000
Prepaid expenses 87,629 5,625 - 700,000 793,254 793,254
772,578 33,563 - 8,453,742 9,259,883 30,000,000 (72,480 ) 10,058 - - 39,197,462
Non-current assets
Cash held in trust account - 497,828 - (487,770 ) 10,058 (10,058 ) -
- 497,828 - (487,770 ) 10,058 - - (10,058 ) - - -
TOTAL ASSETS 772,578 531,391 - 7,965,972 9,269,941 30,000,000 (72,480 ) - - - 39,197,462
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 6,191,789 4,047,542 99,016 2,990,326 13,328,673 13,328,673
Promissory note - related party - 2,164,867 - (1,924,867 ) 240,000 (240,000 ) -
Current portion of convertible notes 561,919 - - (15,517 ) 546,402 546,402
Prepaid advance liability - - - 7,500,000 7,500,000 7,500,000
Cash advance liability 73,308 - - 72,480 145,788 (72,480 ) 73,308
Commitment fee payable - - - 2,000,000 2,000,000 2,000,000
6,827,016 6,212,409 99,016 10,622,421 23,760,862 - (72,480 ) - (240,000 ) - 23,448,382
Long term liabilities
Warrant liabilities - 1,954,739 - 1,954,739 1,954,738
- 1,954,739 - - 1,954,739 - - - - - 1,954,738
TOTAL LIABILITIES 6,827,016 8,167,148 99,016 10,622,421 25,715,601 - (72,480 ) - (240,000 ) - 25,403,121
COMMITMENTS
Class A ordinary shares subject to possible redemption - 497,828 - (487,770 ) 10,058 (10,058 ) -
EQUITY
Common stock 7,485,696 - - (4,964,629 ) 2,521,067 30,000 10,058 793 2,561,918
Class A ordinary shares - 87 - 87 (87 ) -
Class B ordinary shares - 706 - 706 (706 ) -
Share subscription received - - - - -
Obligation to issue shares 828,132 - - (828,132 ) - -
Reserve 1,142,204 - - 1,940,384 3,082,588 29,970,000 240,000 33,292,588
Accumulated deficit (15,088,139 ) (8,134,378 ) (99,016 ) 1,683,698 (21,637,835 ) (21,637,835 )
Accumulated other comprehensive income
(loss) 		(422,331 ) - - (422,331 ) (422,331 )
TOTAL EQUITY (6,054,438 ) (8,133,585 ) (99,016 ) (2,168,679 ) (16,455,718 ) 30,000,000 - 10,058 240,000 13,794,340
TOTAL EQUITY AND LIABILITIES 772,578 531,391 - 7,965,972 9,269,941 30,000,000 (72,480 ) - - 39,197,462

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of April 30, 2026 are as follows:

1. Includes identical assumptions and adjustments within the effective F-4 filed in November 2025.
2. Sum of historical results of each of Plum Acquisition Corp. III as of 3/31/2026, Plum III Merger Corp. as of 3/31/2026 and Tactical Resource Corp.'s preliminary, unaudited, reviewed balance sheet as of 4/30/2026 and pro forma adjustments as previously disclosed.
3. Acquisition of crushed aggregate inventory - 3,000,000 PubCo shares are issued in exchange for 1,500,000 tons of crushed aggregate. As consideration is PubCo common shares at a price of $10.00/share, which is the implied price of PubCo common shares at the Listing/Closing Date per the F-4. The crushed aggregate inventory will be acquired by Tactical Resource Corp.'s newly formed US subsidiary, Tactical Resources US Corp. This adjustment represents the only transaction for this newly formed subsidiary, and those no other adjustments, balances, or transactions are reflected in this proforma for the US subsidiary. This transaction represents $30,000,000 to inventory, $30,000 to Share Capital and $29,970,000 to Reserve.
4. True-up entry to reflect the actual balance of the Cash Advance Liability, net of the adjustment made in the pro forma as disclosed in the effective F-4 filed in November 2025.
5. True-up entry to reflect the actual balance of the Cash Held in Trust Account, net of the adjustment made in the pro forma as disclosed in the effective F-4 filed in November 2025, to ensure the full amount flows through to Cash and Share Capital upon Listing/Closing Date.
6. True-up entry to reflect the actual balance of the Promissory Note, net of the adjustment made in the pro forma as disclosed in the effective F-4 filed in November 2025, to ensure the full amount flows through to Reserves upon Listing/Closing Date.
7. Entry to eliminate the existing Class A and Class B shares of Plum Acquisition Corp. III.8
8. Other Limitations:
i. Final agreements of the contemplated transaction have not been audited in detail for accounting implications, the resulting classification or measurement could be materially different;
ii. Underlying share counts, financial statement footnotes, and events subsequent to the latest balance sheet have not been incorporated unless otherwise noted herein, these impacts, including the share counts, share conversions or share prices, could have a materially different result;
iii. An "Inventory" account has been established to reflect the anticipated accounting for the acquisition of crushed aggregate which is assumed to be an asset purchase, for which PubCo stock is the most reliable measure of value.

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PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT AS OF APRIL 30, 2026

Tactical
Resources
Corp.
(Historical) 		Plum Acquisition Corp. III
(Historical) 		Plum III Merger Corp.
(Historical) 		Pro Forma Adjustments Notes Pro forma
Combined
For the Nine-months ended April 30,
2026 		Nine-months ended March 31, 2026 Nine-months ended March 31, 2026
$ $ $ $ $
EXPENSES
Consulting fees 236,341 - - 236,341
Foreign exchange loss (gain) (58,686 ) - - (58,686 )
General and administrative expenses 46,689 1,922,656 46,194 2,015,539
Investor relations 26,139 - - 26,139
Professional fees 114,964 - - 114,964
Property investigation costs 98,804 - - 98,804
Transfer agent, regulatory, and listing fees 24,616 - - 24,616
Travel 85,244 - - 85,244
574,111 1,922,656 46,194 - 2,542,961
OTHER EXPENSES (INCOME)
Accretion of interest 85,837 - - 85,837
Gain on extension of accounts payable (47,982 ) - - (47,982 )
Interest and dividend income on cash held in Trust Account - (14,073 ) - 14,073 A -
Loss (gain) on change in fair value of warrant liabilities - (355,001 ) - (355,001 )
Debt issuance expenses - - - 375,000 B 375,000
SEPA commitment fee expense - - - 2,000,000 B 2,000,000
Impairment of deferred acquisition costs 154,242 - - 154,242
Transaction costs 1,015,564 - - 1,015,564
Recovery of property investigation costs (20,865 ) - - (20,865 )
1,186,796 (369,074 ) - 2,389,073 3,206,795
NET LOSS (INCOME) 1,760,907 1,553,582 46,194 2,389,073 5,749,756
OTHER COMPRENSIVE LOSS (INCOME)
Foreign currency translation differences for foreign operations 83,907 - - 83,907
83,907 - - - 83,907
LOSS AND COMPREHENSIVE LOSS 1,844,814 1,553,582 46,194 2,389,073 5,833,663

The pro forma adjustments included in the unaudited pro forma condensed combined income statement as of April 30, 2026 are as follows:

A. To eliminate investment income earned on the Trust Account of $14,073 for the nine-months ended March 31, 2026.
B. Includes identical assumptions and adjustments within the effective F-4 filed in November 2025.

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