Plum Acquisition Corp. III *
PROPOSED BUSINESS COMBINATION: Tactical Resources Corp.
ENTERPRISE VALUE: $589 million
ANTICIPATED SYMBOL: tbd
Plum Acquisition Corp. III proposes to combine with Tactical Resources Corp.
Tactical Resources is a mineral exploration and development company focused on U.S.-made rare earth elements used in semiconductors, electric vehicles, advanced robotics, and most importantly, national defense. The Company is also actively involved in the development of innovative metallurgical processing techniques to further unlock REEs development potential.
EXTENSION – 1/22/25 – LINK
- The SPAC approved the extension from January 30, 2025 to July 30, 2025.
- The number of shares that were redeemed was not disclosed.
- No contribution will be made into the trust account.
TRANSACTION
- The Proposed Business Combination implies a pro forma enterprise value of $589 million, assuming Tactical Resources is delivered on a cash free, debt free basis.
- The aggregate transaction consideration deliverable to the Company’s shareholders will be a number of newly issued common shares of New Pubco based on a $500 million pre-transaction equity value of the Company.
- Tactical Resources’ existing shareholders will convert 100% of their equity/ownership stakes into New Pubco and are expected to own approximately 82% of New Pubco upon consummation of the Proposed Business Combination.
- The Proposed Business Combination is expected to be completed in the fourth quarter of 2024.
Updated Presentation
Original Presentation
SPAC FUNDING
- The PubCo intends to enter into one or more subscription agreements before the Closing.
LOCK-UP
- Company
- Has not entered into an agreement at this time.
- Sponsor
- Six months after the Closing Date or if the share price equals or exceeds certain thresholds for 20/30 trading days:
- 1/3 at $15.00
- 1/3 at $20.00
- 1/3 at $25.00
- Six months after the Closing Date or if the share price equals or exceeds certain thresholds for 20/30 trading days:
NOTABLE CONDITIONS TO CLOSING
- Pubco having at least $5,000,001 of net tangible assets.
NOTABLE CONDITIONS TO TERMINATION
- By either the Company or Plum if the Closing shall not have occurred by the Agreement End Date (January 30, 2025)
Termination Fee
- Depending on who terminates the transaction, that party will pay a termination fee of an amount equal to the sum of
- (i) $2,000,000 and
- (ii) the lesser of $2,500,000 and the reasonable and documented third-party, out-of-pocket fees and expenses incurred
ADVISORS
- Company
- Jett Capital Advisors, LLC is serving as exclusive financial advisor, lead capital markets advisor and co-placement agent.
- Allen Overy Shearman Sterling US LLP and McMillan LLP are serving as legal counsel.
- Manning Elliott LLP is serving as auditor.
- SPAC
- Cohen & Company Capital Markets is serving as the exclusive financial advisor, lead capital markets advisor and placement agent.
- Hogan Lovells US LLP and Aird & Berlis LLP are serving as legal counsel.
EXTENSION – 2/2/24 – LINK
- The SPAC approved the extension from January 30, 2024 to January 30, 2025.
- At the extension vote, 12,433,210 shares were redeemed for $10.75/Share – LINK
- No contribution will be made into the trust account and the SPAC will stop paying the previous contributions.
- The SPACs name was changed from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III
- At the extension vote, 12,433,210 shares were redeemed for $10.75/Share – LINK
SUBSEQUENT EVENT – 1/5/24 – LINK
- On December 27, 2023, Alpha Partners Technology Merger Corp. and Mercury Capital, LLC signed a Purchase Agreement for Mercury Capital to buy 3,902,648 founder units and potentially 70% of 2,030,860 escrowed units from Alpha Partners Sponsor.
- Mercury Capital also assumed all obligations related to the Company post-Closing.
- Additionally, on January 3, 2024, they entered a Subscription Agreement with Palmeira Investment Limited, allowing Mercury Capital to raise up to $1.5 million for the Company, with provisions for share forfeitures and board representation dependent on the Company’s initial business combination and investment funding.
LIQUIDATION – 12/19/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be December 26, 2023.
- The per-share redemption price will be approximately $10.67.
EXTENSION – 7/28/23 – LINK
- The SPAC approved the extension from July 30, 2023 to July 30, 2024.
- 13,532,591 shares were redeemed for $10.41 per share.
- $225K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 7/19/23 – LINK
- Alpha Partners Technology Merger Corp. (APTM) signs non-binding LOI with Glowforge Inc. for a business combination.
- APTM and Glowforge to merge, with Glowforge’s equity holders rolling 100% equity into combined public company.
- Definitive merger agreement expected in Q4 2023.
MANAGEMENT & BOARD
Executive Officers
Kanishka Roy, 48 [Appointed] [Appointed Chairman 3/15/24]
President, Chief Executive Officer, Secretary and Treasurer of the Company, Chairman of the Board
Mr. Roy, 48, is a technology and finance veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor. From 2014 to 2019, Mr. Roy helped leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets transactions. Mr. Roy also served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients take a long-term view of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value. Since January 2021, Mr. Roy has served as President, Co-Chief Executive Officer and a director of Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. Over his career, Mr. Roy has participated in over $100 billion of M&A transactions. Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple geographies. Mr. Roy started his career as a software engineer at two software startups, both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM. Mr. Roy holds an undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.
Steven Handwerker, 36 [Appointed 3/15/24]
Chief Financial Officer
Mr. Handwerker, 36, was the Chief Financial Officer of FinServ Acquisition Corp. II from 2021 until 2023. Mr. Handwerker previously served as a consultant for FinServ Acquisition Corp. I, and was involved in all aspects of its business and operations. Mr. Handwerker has more than 15 years of experience investing in and covering the financial services and FinTech industries. From 2013 to 2017, he was an Analyst at Citadel’s equity long/short hedge fund platform, covering companies within the financial services and FinTech sectors. Prior to Citadel, Mr. Handwerker was an Investment Banking Analyst in Barclays’ Financial Institutions Group from 2010 to 2013. He received his BBA from Emory University.
Matt Krna, 42 [Resigned 12/28/23]
Chief Executive Officer and Director
Matt will lead, with Mike, our Partner outreach and evaluation activities. He is currently a Venture Partner at Alpha Partners and the founder and Managing Partner of Ladera Venture Partners. He has over 20 years of private equity and venture capital investment experience. Matt was most recently co-founder and Managing Partner of Princeville Global, a San Francisco and Hong Kong-based growth-stage fund focused on backing breakout-stage technology companies around the world. At Princeville, he helped raise over $450 million and led investments in and served on the boards of companies including Doctor on Demand, a leading telemedicine company, and Remitly, a provider of global remittance services. Before Princeville Global, Matt was a Partner at Princeville Global’s predecessor fund SoftBank Princeville, a $250 million growth-stage technology investment fund affiliated with SoftBank Group. There he was involved in investments including BigCommerce (Nasdaq: BIGC), Criteo (Nasdaq: CRTO), Fitbit (NYSE: FIT; acquired by Google for $2.1 billion), Kabbage (acquired by American Express for $850 million), Kony (acquired by Temenos), and others. During his tenure at SoftBank Princeville, Matt was also an active advisor to SoftBank Group, Alibaba Group, and YAHOO! Japan and was a member of Sprint Corp.’s venture advisory board. Prior to SoftBank Princeville, Matt held investment roles at Investor AB and Canaan Partners, and was an investment banker at Credit Suisse and Donaldson, Lufkin & Jenrette. From 2014 to 2019, Matt also served as a member of the Board of Directors of IgnitionOne, Inc., a software company focusing on cloud-based digital marketing technology. Matt graduated Harvard University in three years with a cum laude AB degree in history; he was also a member of the varsity swim team. Matt will serve the Company in a full-time capacity.
Sean O’Brien, 51 [Resigned 12/28/23]
Chief Financial Officer
Sean currently serves as Venture Partner, Operations at Alpha Partners. Mr. O’Brien, a 25+ year financial markets industry veteran, is a co-founder and Managing Director of Vreeland Asset Management, an investment advisory business formed in 1993. At Vreeland, Mr. O’Brien launched and managed a number of funds and strategies in the equity, real estate and private investment space. He has served in roles that include Chief Investment Officer, Chief Financial Officer, and Director of Investor Relations. Mr. O’Brien also co-founded and served as Managing Director of Brinson Patrick Securities Corporation until 2006. There, he served in roles including Co-Head of Investment Banking as well as Director of Capital Markets and Business Development. At Brinson Patrick, Mr. O’Brien helped develop and pioneer the “at-the-market” equity offering, providing a new capital alternative to public companies, including equity REITs, and later with numerous others, including Fortune 500 companies. Sean graduated from Yale University with a BA in history. Sean will serve the Company in a full-time capacity.
Board of Directors
Hume Kyle [Appointed 1/15/25]
Director
Mr. Kyle is a CPA, CA, CFA, with over 40 years of private sector and public accounting experience, including over 25 years working with mining, energy and other natural resources companies in senior management and board roles. Mr. Kyle served as Executive Vice President and Chief Financial Officer of Dundee Precious Metals Inc., a multi-national gold mining company, from 2011 until his retirement on December 31, 2022. Prior to that Mr. Kyle was Vice President, Treasurer and Controller of TransAlta Corporation, a multi-national power generation and wholesale marketing company, from 2009 to 2011, and Vice President, Finance and Chief Financial Officer of Fort Chicago Energy Partners L.P., a pipeline, natural gas liquids processing, and power company, from 2003 to 2009. Mr. Kyle also held increasingly senior finance and accounting roles at Nexfor Inc., Noranda Inc., Deloitte & Touche, and Price Waterhouse & Co. Additionally, Mr. Kyle currently serves on the board of Novagold Resources Inc. (2023 to present) and previously served on the boards of Stornoway Diamond Corporation (2014 to 2019), Alliance Pipeline (2004 to 2009), Aux Sable (2004 to 2009), and the Canadian Association of Income Funds (2005 to 2009), serving on several committees, including the Audit Committee, as Chair. Mr. Kyle holds a Bachelor of Arts degree in Economics and Accounting from the University of Western Ontario, a Graduate Diploma in Public Accounting from McGill University, a CA designation from the Canadian Institute of Chartered Accountants, a CFA designation from the Institute of Chartered Financial Analysts, and a ICD.D designation from the Institute of Corporate Directors.
Alan Black, 63 [Appointed 1/2/24]
Director
Mr. Black, 63, founded Surfspray Capital, LLC in 2017 through which he has advised over a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google in 2019); Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost, Netlify, Nozomi Networks, and others. He brings more than 35 years of experience as an executive leading public and private software enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO). In between those companies, Mr. Black was President and CEO of Intelliden (acquired by IBM in 2010). Mr. Black currently sits on the boards of Nextiva’s, Matillion and Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. He holds a Bachelors of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University in Montreal, Canada, and serves on McGill’s Board of Advisors for the Western United States, co-chairing its Bursary Subcommittee. Mr. Black is now retired from active membership in the Institute of Chartered Accountants of Ontario (Canada) and Society of Certified Public Accountants (California), in which professional organizations he was a licensed member for over two decades.
David Sable, 70 [Appointed 1/2/24]
Director
Mr. Sable, 70, has served as a director of SILVERspac Inc., a special purpose acquisition company, since September 2021. Mr. Sable is a Founding Partner of DoAble LLC, a marketing consultancy. He currently serves as a member of the board of directors of Ethan Allen Interiors Inc. (NYSE: ETD) since November 2021 and of American Eagle Outfitters Inc. (NYSE: AEO) since October 2016. He served as a Senior Advisor to WPP plc. (NYSE: WPP) from January 2019 until March 2021. Previously he was Chairman of VMLY&R, a member of WPP plc., in 2019. Prior to this role, he had served as the Global Chief Executive Officer of Young and Rubicam LLC, until its subsequent merger with VMLY&R. Mr. Sable also served at Wunderman, Inc., a leading customer relationship manager and digital unit of WPP plc as Vice Chairman and Chief Operating Officer, from August 2000 to February 2011. Mr. Sable was previously a Founding Partner and Executive Vice President and Chief Marketing Officer of Genesis Direct, Inc. from June 1996 to September 2000. Mr. Sable serves on the U.S. Fund for United Nations Children’s Fund (UNICEF’s) National Board, is a past Chair of the Ad Council’s board of directors, is an executive board member of the United Negro College Fund, and sits on the International Board of the Special Olympics. Mr. Sable attended New York University and Hunter College.
Michael Dinsdale, 51 [Appointed 1/2/24] [Resigned 1/15/25]
Director
Mr. Dinsdale, 51, has embodied the “modern unicorn” CFO for over 20 years, with strategic expertise in building high-growth international companies that consistently exceed growth targets. Mr. Dinsdale has successfully secured over $1 billion in financing and been part of great teams generating more than $100 billion in value. Most recently, since January of 2022, Mr. Dinsdale has served as the Chief Financial Officer, Co-Chief Executive Officer and director of Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. Prior to his time at Plum, Mr. Dinsdale was the CFO for Gusto from 2017 to 2020 and prior to that was CFO at two generational, market leading software companies: DoorDash, from 2016 to 2017, and DocuSign, where he also served as Chief Growth Officer, from 2010 to 2016. In addition to his role at Plum, Mr. Dinsdale serves as a Venture Partner at Akkadian Ventures, a late-stage venture fund, and as a board member for private software companies. Mr. Dinsdale earned a BS in engineering from the University of Western Ontario and an MBA from McMaster University. Mr. Dinsdale holds the CFA designation and competed with the Canadian National Sailing Team in the 1996 Olympic trials. He also serves on the Board of Directors for WildAid.
Michael D. Ryan, 53 [Resigned 12/28/23]
Board Chair and Director
Mike will lead our Partner outreach and evaluation activities, working closely with Matt. He is currently the Co-Founder and CEO of Bullet Point Network (BPN). BPN provides research and software to Alpha Partners’ current Funds and special purpose vehicles. Mike is a co-investor in many of Alpha’s portfolio companies and is a Fund LP. An active private investor, entrepreneur and board member, Mike has almost 30 years of investment, capital markets and management experience and is the CIO of MDR Capital, his family office. Before founding Bullet Point Network, Mike served as Head of Public Equity and Absolute Return at the Harvard University endowment, Head of Global Securities (overseeing equities, fixed income, currencies and commodities) at Credit Suisse, and Partner and Head of Global Equity Products at Goldman Sachs, where he spent the first 18 years of his career, and where he became a partner in 1998. Mike has served as a director, committee chair, and board chair on numerous corporate and non-profit boards. Mike graduated summa cum laude with a BA in economics from Yale University where he was an academic All-American in basketball.
Steve Brotman, 52 [Resigned 12/28/23]
Director
Steve also serves as a Senior Advisor to the Pritzker Group‘s venture arm, Pritzker Group Venture Capital. Prior to Alpha Partners, Steve was the co-founder and Managing Director of Greenhill SAVP (GSAVP), Greenhill & Co’s venture capital unit (which was spun out as Tribeca Venture Partners), a technology- and business information services-focused venture capital fund. Prior to GSAVP, Steve founded Silicon Alley Venture Partners. At his prior funds, Steve led investments in over 20 companies and was among the first institutional investors in LivePerson (Nasdaq: LPSN, market cap $4.7 billion currently) and Medidata Solutions (formerly public Nasdaq: MDSO before being acquired by Dassault Systèmes for $5.8 billion). Prior to starting his venture career, Steve was also the co-founder of a venture-backed company, AdOne, the pioneer online classified advertising platform. AdOne was backed by Venrock and acquired by Hearst. Steve graduated from Duke University with an Economic Degree and has a JD/MBA from Washington University in St. Louis. Between graduate and undergraduate studies, Steve was trained as a COBOL/DB2 programmer for Accenture. Steve will assist Matt and Mike’s origination efforts, leveraging the extended Alpha team and our network of 500+ VC firms to originate suitable opportunities amongst their 27,651 portfolio company universe. Subsequent to the business combination, Steve’s relationship network will be tapped to assist our partner in myriad ways, from business development to sourcing potential acquisition opportunities. With Mike, Steve will lead efforts to develop allied institutional relationships in support of the transaction.
Scott Grimes, 58 [Resigned 12/28/23]
Independent Director
Scott is the co-Founder, Executive Board Chair and former CEO of Cardlytics (Nasdaq:CDLX), having previously served as the company’s CEO from inception to March 2020 including for the company’s initial public offering in February 2018. Before co-founding Cardlytics, Scott was Senior Vice President and General Manager, Payments at Capital One Financial Corporation. Earlier, Scott was a Senior Vice President at FreeMarkets Inc., and a Principal at McKinsey & Company. From 2014 to 2020, Scott also served as a member of the Board of Directors for electric services company Evergy, Inc. (NYSE: EVRG). Scott graduated from Union College with a degree in electrical engineering and has an MBA for the Stanford Graduate School of Business.
John Rice, 54 [Resigned 12/28/23]
Independent Director
John is the Founder and CEO of Management Leadership for Tomorrow (MLT), a national non-profit organization that fights racial and economic disparities by empowering a new generation of diverse leaders. MLT has partnerships with many of the leading companies in the technology sector and elsewhere and John personally advises many CEOs on how to attract, develop and retain diverse talent.Building on more than 15 years of experience and deep partnerships in developing and implementing diversity, equity and inclusion strategies, MLT launched the MLT Black Equity at Work Certification, a first-of-its-kind, clear standard and roadmap for companies. Prior to MLT, John was an executive with the National Basketball Association, and with the Walt Disney Company in new business development and marketing. John serves on the board of Walker & Dunlop (NYSE: WD). John received his BA from Yale University and his MBA from Harvard Business School.
Marcie Vu, 48 [Resigned 12/28/23]
Independent Director
Marcie is the former co-Head of the Consumer Technology Group at Qatalyst Partners, a premier technology M&A advisory group. Prior to Qatalyst, Marcie was Head of Consumer Internet Investment Banking at Morgan Stanley. Marcie has approximately 21 years of investment banking experience at Qatalyst, Morgan Stanley and Salomon Brothers advising internet, mobile, software and telecommunications clients on transactions with an aggregate value in excess of $100 billion. She advised on the IPOs of Alibaba.com, Facebook, Google, Green Dot, LinkedIn, Pandora, Yandex and Zynga, among others. Marcie’s M&A experience includes advising Admob on its sale to Google, Amazon on its acquisition of Quidsi, CNET on its sale to CBS, Ebates on its sale to Rakuten, eBay on its acquisitions of Gmarket and Rent.com, Elance on its merger with oDesk, Electronic Arts on its acquisition of JAMDAT Mobile, Expedia on its sale to IAC, Flurry on its sale to Yahoo!, Glassdoor on its sale to Recruit, Honey on its sale to Paypal LinkedIn on its sale to Microsoft, MyFitnessPal on its sale to UnderArmour, OpenTable on its sale to Priceline, Orbitz on its sale to Expedia, RetailMeNot on its sale to Harland Clarke, Shipt on its sale to Target, Tellme on its sale to Microsoft, and Zappos on its sale to Amazon. Prior to joining Morgan Stanley in 2002, she worked at Yahoo! for two years in mobile and instant messenger product management. In 2010, Ms. Vu was featured in Investment Dealers’ Digest’s “Forty Under 40: Dealmaking, The Next Generation.” Marcie received a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from the Kellogg School of Management at Northwestern University.
Tracy R. Wolstencroft, 62 [Resigned 12/28/23]
Independent Director
Tracy is the former President and CEO, and subsequently Board Chair, of Heidrick & Struggles (Nasdaq: HSII). Previously, Tracy was a longstanding Partner of Goldman Sachs where he led a broad range of the firm’s investment banking business around the world including in the United States, Asia, and Latin America. During a 25-year career, he was a member of the firm-wide partnership committee and the investment banking operating committee. A longtime trustee of the National Geographic Society, he recently served as President and CEO during the transition to the Walt Disney Company as the Society’s new joint venture partner for its commercial media business. Tracy has a BA in mathematics from Bowdoin College.


