pltn_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 5, 2026

Date of Report (Date of earliest event reported)

Plutonian Acquisition Corp II

(Exact name of Registrant as specified in its charter)

Cayman Islands

0-43249

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1216 Broadway

New York, NY

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 886-8892

N/A

(Former name or former address, if changed since last report)

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and right	PLUNU	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	PLUN	The New York Stock Exchange
Rights, with each right entitling the holder to receive one-fourth of one Class A ordinary share upon completion of an initial business combination	PLUNR	The New York Stock Exchange

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 8.01. Other Events.

As previously disclosed, on April 29, 2026, Plutonian Acquisition Corp II (the “Company”) consummated its initial public offering (“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 of a Class A Ordinary Share upon consummation 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.

The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On April 29, 2026, the underwriters notified the Company of their partial exercise of the over-allotment option to purchase 750,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 5, 2026, generating total gross proceeds of $7,500,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 7,800 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $78,000.

A total of $108,037,500 ($10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on April 29, 2026 and May 5, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

An audited balance sheet as of April 29, 2026 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on May 5, 2026.

An unaudited pro forma balance sheet as of May 5, 2026, reflecting the consummation of the partial exercise of the underwriters’ over-allotment option and the related transactions, is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Unaudited Pro Forma Balance Sheet

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Dated: May 11, 2026	By:	/s/ Wei Kwang Ng
	Name:	Wei Kwang Ng

EXHIBIT 99.1

INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT

Unaudited Pro Forma Balance Sheet as of May 5, 2026		F-2
Notes to Unaudited Pro Forma Financial Statement		F-3

F-1

Table of Contents

PLUTONIAN ACQUISITION CORP II

UNAUDITED PRO FORMA BALANCE SHEET

May 5, 2026

	April 29, 2026			Pro Forma Adjustments			As Adjusted
				(Unaudited)			(Unaudited)
Assets
Current Assets
Cash	$	7,647		$	559,039	(a)	$	566,756
					70	(g)
Prepaid expenses		5,000			-			5,000
Due from related party		559,039			(559,039	)(a)		-
Total Current Assets		571,686			70			571,756

Cash and investments held in Trust Account		100,500,000			7,500,000	(b)		108,095,414
					37,500	(c)
					57,914	(f)
Deferred offering costs		-			40,500	(e)		-
					36,562	(i)
					(77,062	)(j)
Total Assets	$	101,071,686		$	7,595,483		$	108,667,170

Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	35,555		$	2,000	(g)	$	37,555
Over-allotment option liability		135,060			(135,060	)(h)		-
Total Current Liabilities		170,615			(133,060	)		37,555
Total Liabilities		170,615			(133,060	)		37,555

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value, 480,000,000 shares authorized, 10,000,000 shares and 10,750,000 shares at redemption value of $10.05 per share, as actual and adjusted, respectively		100,500,000			7,500,000	(b)		108,095,414
					37,500	(d)
					57,914	(f)
Shareholders’ Equity:
Preferred shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-			-
Class A ordinary shares, $0.0001 par value, 602,500 shares and 633,737 shares issued and outstanding (excluding 10,000,000 shares and 10,750,000 shares subject to possible redemption) as actual and adjusted, respectively		60			0.40	(c)		63
					0.40	(e)
					2	(i)
Class B ordinary shares, $0.0001 par value, 10,000,000 shares authorized, 2,875,000 shares and 2,687,500 shares issued and outstanding⁽¹⁾ (excluding 10,000,000 shares and 10,750,000 shares subject to possible redemption) as actual and adjusted, respectively		287			(19	)(k)		268
Additional paid-in capital		525,889			37,499.60	(c)		603,051
					(37,500	)(d)
					(57,914	)(f)
					40,499.60	(e)
					135,060	(h)
					36,560	(i)
					(77,062	)(j)
					19	(k)
Accumulated deficit		(125,165	)		57,914	(f)		(69,182	)
					(2,000	)(g)
					70	(g)
Total Shareholders’ Equity		401,071			133,130			534,201
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity	$	101,071,686		$	7,595,483		$	108,667,170

(1)	On May 4, 2026, the Company entered into a Side Letter Agreement waiving any right to exercise the remaining 750,000 over-allotment units. As a result, no class B ordinary shares were subject to forfeiture.

The accompany notes are an integral part of the unaudited pro forma financial statement.

F-2

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PLUTONIAN ACQUISITION CORP II

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT

Note 1 — Closing of Over-allotment Option and Additional Private Placement Units

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Plutonian Acquisition Corp II (the “Company”) as of April 29, 2026, adjusted for the closing of the underwriters’ partial exercise of the over-allotment option and related transactions which occurred on May 5, 2026 as described below.

On April 29, 2026, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Plutonian Capital II LLC (the “Sponsor”), purchased 210,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,100,000.

F-3

Table of Contents

Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:

Pro Forma Entries		Debit		Credit
(a)	Cash	$	559,039
	Due from related party			$	559,039
	To record the deposit of Net proceeds from sale of Private Placement Units to sponsor IPO proceeds from the sponsor

(b)	Cash and investments held in Trust Account	$	7,500,000
	Class A ordinary share subject to possible redemption			$	7,500,000
	To record the sale of 750,000 Option Units at $10.00 per Unit

(c)	Cash and investments held in Trust Account	$	37,500
	Class A ordinary shares (not redeemable)			$	0.40
	Additional paid-in capital			$	37,499.60
	To record the sale of 3,750 Private Placement Units at $10.00 per Unit

(d)	Additional paid-in capital	$	37,500
	Ordinary share subject to possible redemption			$	37,500
	Sponsor contribution of $0.05 per unit on 750,000 units (trust overfunding) -reclass to temporary equity

(e)	Deferred offering costs	$	40,500
	Class A ordinary shares (not redeemable)			$	0.40
	Additional paid-in capital			$	40,499.60
	To record the sale of 4,050 Private Placement Units at $10.00 per Unit to pay underwriting commission (0.54% of sale of Option Units proceeds)

(f)	Cash and investments held in Trust Account	$	57,914
	Interest earned in investments held in Trust Account			$	57,914
	Additional paid-in capital	$	57,914
	Ordinary share subject to possible redemption			$	57,914
	To record interest earned in Trust Account and to reclass interest income to temporary equity

(g)	Cash	$	70
	Interest income - bank			$	70
	Administrative service expense		2,000
	Accounts payable and accrued expenses			$	2,000
	To record bank interest income and accrued expenses

(h)	Over-allotment liability	$	135,060
	Additional paid-in capital			$	135,060
	To reverse over-allotment option liability

(i)	Deferred offering costs	$	36,562
	Class A ordinary shares (not redeemable)			$	2
	Additional paid-in capital				36,560
	To record issuance of 23,437 representative shares to underwriter at an estimated fair value

(j)	Additional paid-in capital	$	77,062
	Deferred offering costs			$	77,062
	To record the charge of deferred offering costs to APIC

(k)	Class B ordinary shares	$	19
	Additional paid-in capital			$	19
	To record forfeiture of 187,500 Class B ordinary shares per the Side Letter Agreement

F-4