PLUN 8-K
Plutonian Acquisition Corp. II (PLUN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On September 3, 2026, Plutonian Acquisition Corp. II, a publicly traded special purpose acquisition company (“Plutonian II”), and NT1 Pty Ltd, an Australian mineral exploration company (“NT1””), announced that they have entered into an Agreement and Plan of Merger and Business Combination Agreement (the “BCA”), together with such other persons as are contemplated to become parties to the BCA as the “Purchaser” and “Merger Sub.” The transaction contemplated by the BCA is expected to result in a combined company listed on the New York Stock Exchange.
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Current Report on Form 8-K by reference. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Plutonian II and NT1 for their consideration. The combined company intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus to be distributed to Plutonian II’s shareholders in connection with Plutonian II’s solicitation for proxies for the vote by its shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to NT1 shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Plutonian II’s shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Plutonian II’s shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Plutonian II in connection with the proposed transaction, as these documents will contain important information about Plutonian II, NT1, and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus, once available, as well as other documents filed by Plutonian II with the SEC, without charge, at the SEC’s website located at www.sec.gov.
Participants in Solicitation
Plutonian II, NT1, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Plutonian II’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Plutonian II’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus included in the Registration Statement. You can find more information about Plutonian II’s directors and executive officers in Plutonian II’s final prospectus related to its initial public offering dated April 28, 2026, and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
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Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to a proposed transaction among Plutonian II, NT1 and the other parties thereto. Forward-looking statements include information concerning the parties’ possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the transaction will generate returns for shareholders. These forward-looking statements are based on the parties’ management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the transaction; (b) the outcome of any legal proceedings that may be instituted against the parties, or others following the announcement of the transaction and any definitive agreements with respect thereto; (c) the inability to complete the transaction due to the failure to obtain the approval of the shareholders of Plutonian II or NT1 or to satisfy other conditions to closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the transaction; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the transaction; (f) the risk that the transaction disrupts current plans and operations of the parties or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the effect of the announcement or pendency of the transaction on the parties’ business relationships, operating results, and business generally; (h) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the surviving company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the transaction; (j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the transaction; (k) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors; and (l) other risks and uncertainties indicated from time to time in Plutonian II’s final prospectus related to its initial public offering dated April 28, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Plutonian II.
Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by Plutonian II or the surviving company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. No party gives any assurance that any party will achieve its expectations.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering in any jurisdiction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PLUTONIAN ACQUISITION CORP II | ||
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Dated: September 3, 2026 | By: | /s/ Wei Kwang Ng | |
| Name: | Wei Kwang Ng |
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EXHIBIT 99.1
PRESS RELEASE
September 3, 2026
NT1 Pty Ltd enters definitive agreement to combine with Plutonian Acquisition Corp. II
SYDNEY, AUSTRALIA and NEW YORK, NY, September 3, 2026 – Mineral exploration company NT1 Pty Ltd (“NT1”), has entered into an Agreement and Plan of Merger and Business Combination Agreement (“BCA”) with Plutonian Acquisition Corp. II (“Plutonian II”), a publicly traded special purpose acquisition company. Upon completion, the transaction contemplated under the BCA will result in a combined company listed on the New York Stock Exchange.
The transaction is expected to close in 2027, subject to regulatory approvals, shareholder approvals, and customary closing conditions. The terms of the transaction provide for NT1 shareholders to receive shares of the Purchaser (a Cayman Islands exempted company to be incorporated as part of the transaction) in exchange for all outstanding NT1 shares, with Purchaser shares valued at USD $10.00 per share for purposes of the exchange consideration. The terms of the transaction represent an estimated enterprise value of NT1 of USD $500 million.
NT1 is an Australian mineral exploration company focused on the acquisition, holding, and exploration of mineral properties and related assets in the West Arunta region of Western Australia and the Northern Territory, with a particular emphasis on rare earth elements, niobium, and IOCG mineral systems.
Following the transaction, NT1 intends to accelerate its growth strategy by expanding exploration activities, strengthening its portfolio of mineral assets, and leveraging its position in the critical minerals sector. The combination with Plutonian II provides NT1 with access to U.S. capital markets and a platform to pursue additional financing opportunities.
Frank Jiang, Chief Financial Officer of NT1, remarked: “This transaction represents a defining moment for NT1. By joining forces with Plutonian II, we unlock new pathways to capital and broaden our global reach. Worldwide demand for rare earths and strategic minerals continues to rise. We believe NT1 is uniquely placed to deliver sustainable growth and contribute meaningfully to international supply chains.”
Wei Kwang NG, Chief Executive Officer of Plutonian II commented: “We are pleased to enter into a definitive business combination agreement with NT1 Resources. We believe this transaction will provide NT1 with a strong public-market platform to advance its exploration strategy and pursue long-term value creation, and we look forward to working closely with the NT1 team toward a successful closing.”
Plutonian Acquisition Corp. II is a Cayman Islands exempted company formed for the purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination. As part of the transaction, NT1 will retain its current management team and business structure.
About NT1
NT1 Pty Ltd (“NT1”) is an Australian mineral exploration company headquartered in Sydney, Australia, with operations across Western Australia and the Northern Territory. NT1 is focused on the acquisition, holding, and exploration of mineral properties and related assets, with a particular emphasis on rare earth elements, niobium, and IOCG mineral systems.
About Plutonian II
Plutonian II is a blank check company 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.
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Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Plutonian II and NT1 for their consideration. The combined company intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus to be distributed to Plutonian II’s shareholders in connection with Plutonian II’s solicitation for proxies for the vote by its shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to NT1 shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Plutonian II’s shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Plutonian II’s shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Plutonian II in connection with the proposed transaction, as these documents will contain important information about Plutonian II, NT1, and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus, once available, as well as other documents filed by Plutonian II with the SEC, without charge, at the SEC’s website located at www.sec.gov.
Participants in Solicitation
Plutonian II, NT1, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Plutonian II’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Plutonian II’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus included in the Registration Statement. You can find more information about Plutonian II’s directors and executive officers in Plutonian II’s final prospectus related to its initial public offering dated April 28, 2026, and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to a proposed transaction among Plutonian II, NT1 and the other parties thereto. Forward-looking statements include information concerning the parties’ possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the transaction will generate returns for shareholders. These forward-looking statements are based on the parties’ management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the transaction; (b) the outcome of any legal proceedings that may be instituted against the parties, or others following the announcement of the transaction and any definitive agreements with respect thereto; (c) the inability to complete the transaction due to the failure to obtain the approval of the shareholders of Plutonian II or NT1 or to satisfy other conditions to closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the transaction; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the transaction; (f) the risk that the transaction disrupts current plans and operations of the parties or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the effect of the announcement or pendency of the transaction on the parties’ business relationships, operating results, and business generally; (h) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the surviving company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the transaction; (j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the transaction; (k) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors; and (l) other risks and uncertainties indicated from time to time in Plutonian II’s final prospectus related to its initial public offering dated April 28, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Plutonian II.
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Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by Plutonian II or the surviving company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. No party gives any assurance that any party will achieve its expectations.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering in any jurisdiction.
Media enquiries: Wei Kwang Ng, [email protected]
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