Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K

Plutonian Acquisition Corp. II

PLUNNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Apr 30, 2026Accepted Apr 30, 2026, 5:16 PM EDTCIK 2065661Accession 0001477932-26-002696

Company context

We are a blank check company incorporated in the Cayman Islands on November 1, 2024 as an exempted company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location although we intend to focus our search for a target business on companies engaged in energy storage, telecommunications, and consumer sectors. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

Current securities

PLUNNYSE · EQUITY · Current PLUN RTNYSE · RIGHT · Current PLUN UNYSE · UNIT · Current PLUNUNASDAQ · UNIT · Current

Recent company filings

Disclosure sections

Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 27, 2026 the registration statement on Form S-1 (File No. 333-293531) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Plutonian Acquisition Corp II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). On April 29, 2026, the Company consummated its IPO, which consisted of 10,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one right of the Company (each, a “Right”), with each Right entitling the holder to receive one-fourth (1/4) of one Class A Ordinary Share upon completion of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed with the t SEC: Underwriting Agreement, dated April 27, 2026, by and between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters (“Alliance”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; Rights Agreement, dated as of April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; Letter Agreement, dated April 27, 2026, by and among the Company, Plutonian Capital II LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; Investment Management Trust Agreement, dated as of April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; Registration Rights Agreement, dated as of April 27, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; Private Units Subscription Agreement, dated April 27, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; Indemnity Agreement, dated as of April 27, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; and Administrative Services Agreement, dated April 27, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference. As of April 29, 2026, a total of $100,500,000 of the net proceeds from the IPO and the Private Placement (as defined below), was deposited in a trust account established for the benefit of the Company’s public shareholders.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 210,000 units (the “Private Units”) to the Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,100,000. Each Private Unit consists of one Class A Ordinary Share and Right, with each Right entitling the holder thereof to receive one-fourth (1/4) one Class A Ordinary Share upon consummation of an initial business combination. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of April 27, 2026, the following individuals were appointed to the board of directors (the “Board”) of the Company: Arin Vahanian, Hao Shen and Joel A. Gallo. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference. On April 27, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.7, herewith. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On April 27, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. On April 27, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On April 29, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Filed exhibits (3)

EX-4.1 (by filename) pltn_ex41.htm

EX-4.1 4 pltn_ex41.htm RIGHTS AGREEMENT pltn_ex41.htm EXHIBIT 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of April 27, 2026 between Plutonian Acquisition Corp II, a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company. (the “Rights Agent”). WHEREAS, the Company has entered into an agreement with A.G.P./Alliance Global Partners (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase an aggregate of 11,500,000 units (including 1,500,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (which is convertible into one-fourth (1/4) of one Ordinary Share upon the consummation of an initial Business Combination (as defined in the Company’s Memorandum and Articles of Association (as may amended, restated or amended and restated (the “Articles”)) (a “Public Right”) upon the happening of the triggering event described herein, and in conne…

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EX-99.1 (by filename) pltn_ex991.htm

EX-99.1 11 pltn_ex991.htm PRESS RELEASE pltn_ex991.htm EXHIBIT 99.1 Plutonian Acquisition Corp II Prices $100 Million Initial Public Offering New York, New York - April 27, 2026 - Plutonian Acquisition Corp II, a blank check company incorporated in the Cayman Islands as an exempted company (the “Company”), today announced the pricing of its initial public offering (“IPO”) of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. The units are expected to trade on The New York Stock Exchange (“NYSE”) under the ticker symbol “PLUNU” beginning April 28, 2026. The Company expects the IPO to close on April 29, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares and the rights are expected to be traded on NYSE under the symbols “PLUN” and “PLUNR,” respectively. A.G.P./Alliance Global Partners is acting as the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to pur…

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EX-99.2 (by filename) pltn_ex992.htm

EX-99.2 12 pltn_ex992.htm PRESS RELEASE pltn_ex992.htm EXHIBIT 99.2 Plutonian Acquisition Corp II Announces Closing of $100 Million Initial Public Offering New York, New York - April 29, 2026 - Plutonian Acquisition Corp II, a blank check company incorporated in the Cayman Islands as an exempted company (the “Company”), today announced the closing of its initial public offering of 10,000,000 units, at $10.00 per unit for aggregate gross proceeds to the Company of $100,000,000. The units began trading on The New York Stock Exchange (“NYSE”) on April 28, 2026 under the ticker symbol “PLUNU.” Each unit consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and the rights are expected to be traded on NYSE under the symbols “PLUN” and “PLUNR,” respectively. A.G.P./Alliance Global Partners acted as the sole book-running manager for the offering. A registration statement on Form S-1 relating to the securities, as amended (File No. 333-293531) was previously filed with the Securities a…

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