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Plutonian Acquisition Corp. II (PLUN), a special purpose acquisition company, announced that it has entered into an Agreement and Plan of Merger and Business Combination Agreement with NT1 Pty Ltd, an Australian mineral exploration company. The transaction is expected to result in a combined company listed on the New York Stock Exchange, subject to shareholder approvals and other closing conditions.
The combined company intends to file a registration statement on Form F-4 with the SEC, including a proxy statement/prospectus for Plutonian II shareholders and a prospectus for the securities to be issued to NT1 shareholders. Shareholders of Plutonian II and NT1 will be asked to vote on the proposed transaction after the registration statement is declared effective and definitive materials are mailed.
Plutonian Acquisition Corp. II (PLUN), a special purpose acquisition company, has signed a definitive Business Combination Agreement with Australian mineral explorer NT1 Pty Ltd to merge into a combined company expected to be listed on the New York Stock Exchange.
The transaction terms value NT1 at an estimated enterprise value of USD $500 million, with NT1 shareholders to receive shares of a newly formed Cayman Islands Purchaser at a reference value of USD $10.00 per share for exchange purposes. The closing is expected in 2027, subject to shareholder approvals, regulatory approvals, and other customary conditions.
NT1 focuses on mineral properties in the West Arunta region of Western Australia and the Northern Territory, emphasizing rare earth elements, niobium, and IOCG mineral systems, and plans to use the combination to access U.S. capital markets and pursue additional financing and exploration growth, while retaining its current management team and business structure.
Highbridge Capital Management, LLC, an investment adviser based in Delaware, reported beneficial ownership of 992,077 Class A Ordinary Shares of Plutonian Acquisition Corp. II. This represents 8.7% of the Class A ordinary shares outstanding, based on 11,383,837 shares reported as outstanding after the company’s offering and related transactions.
Highbridge reports sole voting and dispositive power over all 992,077 shares, which are directly held by certain funds and accounts it advises, referred to as the Highbridge Funds. The disclosure notes that this filing should not be construed as an admission that Highbridge or related persons are beneficial owners for all purposes, and that the Highbridge Funds, including Highbridge Tactical Credit Master Fund, L.P., have rights to receive dividends and sale proceeds, with one fund entitled to amounts relating to more than 5% of the outstanding Class A ordinary shares.
Plutonian Acquisition Corp. II received an amended Schedule 13G indicating that Harraden Circle Investments, LLC and its managing member, Frederick V. Fortmiller, Jr., now report beneficial ownership of 0 Class A shares, representing 0% of the class.
The change follows an internal reorganization effective June 30, 2026, after which these reporting persons ceased to be beneficial owners of more than five percent of the Class A common stock. This amendment is characterized as an exit filing for the reporting persons.
Plutonian Acquisition Corp. II has a new significant shareholder disclosure. Decagon Asset Management LLP, together with Benjamin John Durham, reports beneficial ownership of 585,000 Class A ordinary shares, representing 5.44% of the class. These are Class A ordinary shares with a par value of $0.0001 per share and CUSIP G71382124.
Both Decagon Asset Management LLP and Benjamin John Durham report sole voting power and sole dispositive power over the 585,000 shares, with no shared voting or dispositive power. The filing lists Decagon as an investment adviser and Durham as a holding company/control person, indicating investment-related control over this stake.
Magnetar Financial LLC and related entities reported a passive stake in Plutonian Acquisition Corp II. As of June 30, 2026, Magnetar Financial, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman were each deemed to beneficially own 650,000 Class A ordinary shares of Plutonian Acquisition Corp II. These shares are held across several Magnetar-managed funds, including Constellation Master Fund, Lake Credit Fund, Structured Credit Fund, Xing He Master Fund, Alpha Star Fund, Capital Master Fund, and Waterfront Series A Fund. The position represents approximately 5.71% of the 11,383,837 Class A shares outstanding, based on issuer information. The Reporting Persons have shared voting and dispositive power over all 650,000 shares and no sole voting or dispositive power, reflecting coordinated investment management rather than individual ownership.
TD Securities (USA) LLC, together with certain Toronto-Dominion affiliates, reports beneficial ownership of 773,603 Class A ordinary shares of Plutonian Acquisition Corp II. This represents 6.8% of the Class A shares, based on 633,837 Class A shares issued and outstanding without redemption rights plus 10,750,000 Class A shares issued, outstanding and subject to possible redemption, in each case as of May 31, 2026 as reported by the company.
TD Securities (USA) LLC holds sole voting and sole dispositive power over all 773,603 shares; the other reporting entities (Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank) report no direct voting or dispositive power and may be deemed to have only an indirect interest through their ownership of TD Securities (USA) LLC. These parent entities expressly disclaim beneficial ownership except to the extent of any pecuniary interest.
Feis Equities LLC and Lawrence M. Feis report beneficial ownership of Class A ordinary shares of Plutonian Acquisition Corp. II. They collectively report owning 354,052 Class A ordinary shares, representing 3.29% of the class.
The ownership percentage is based on 10,750,000 Class A ordinary shares outstanding as of May 5, 2026, as reported by the issuer. The reporting persons each have sole voting power and sole dispositive power over 354,052 shares and no shared voting or dispositive power. The filing is an Amendment No. 1 to Schedule 13G and confirms that the reporting persons hold 5 percent or less of the class.
Plutonian Acquisition Corp II, a Cayman Islands SPAC focused on Asia-Pacific targets outside Greater China, completed its IPO and over-allotment in April–May 2026, selling 10,750,000 public units at $10.00 each plus 217,800 private units. From these transactions, $108,037,500 was deposited into a U.S. Treasury-backed Trust Account, which had grown to $108,364,866 as of May 31, 2026.
For the three months ended May 31, 2026, the company reported net income of $221,677, driven by $327,366 of interest on Trust investments and $329 of bank interest, offset by $106,018 of formation and operating costs. Cash held outside the Trust was $492,564, providing working capital of $474,053 to fund search activities and public company expenses.
All 10,750,000 Class A ordinary shares issued to public investors are classified as ordinary shares subject to possible redemption at a redemption value of $10.08 per share. The company states it must complete an initial Business Combination by April 29, 2027 or redeem public shares and liquidate. Management concludes that limited liquidity and ongoing costs raise substantial doubt about the ability to continue as a going concern for one year from the financial statement issuance date, absent additional capital or a timely transaction.
Plutonian Acquisition Corp II provides an unaudited pro forma balance sheet showing the impact of its IPO over-allotment closing and related private placements as of May 5, 2026. The company’s initial public offering of 10,000,000 units at $10.00 per unit generated gross proceeds of $100,000,000.
Underwriters partially exercised their over-allotment option for 750,000 additional units at $10.00 per unit, adding $7,500,000, while the sponsor bought 210,000 private placement units for $2,100,000 and a further 7,800 units for $78,000. In total, $108,037,500, or $10.05 per unit, from the IPO, over-allotment units, and private placements was placed in a trust account, with related adjustments to deferred offering costs, additional paid-in capital, and ordinary shares, including Class A shares subject to possible redemption and Class B founder shares forfeiture.