Plutonian Acquisition Corp. II reported net income of $711,573 for the three months ended August 31, 2026, compared with a net loss of $16,366 in the year-earlier quarter. Results included $967,381 of interest earned on Trust Account investments and $259,473 of general and administrative expenses. At August 31, 2026, Trust Account investments were $109,332,247, cash was $270,975 and working capital was $218,245.
Management determined that the company lacks resources to sustain operations for one year from the date the financial statements are issued, and said the conditions raise substantial doubt about its ability to continue as a going concern. Plutonian had until April 27, 2027, unless extended, to complete a business combination. On September 3, 2026, it entered an agreement with NT1 Pty Ltd: NT1 shareholders would exchange all issued and outstanding NT1 shares for 50,000,000 Purchaser shares, representing $500 million at a deemed $10.00 per share. Consideration may be adjusted by mutual written agreement based on independent valuation and technical reports; closing is subject to shareholder, governmental and regulatory approvals and other customary conditions.
Plutonian Acquisition Corp. II (PLUN) announced a definitive Business Combination Agreement to combine with NT1 Pty Ltd, under which NT1’s shareholders will transfer all NT1 shares to the acquisition vehicle in exchange for 50,000,000 Purchaser Shares, representing $500,000,000 of equity consideration at a deemed $10.00 per share.
After that share exchange, a merger sub will merge into Plutonian II, making it a wholly owned subsidiary of the Purchaser, and each Plutonian II ordinary share will convert into one Purchaser Share. An equity incentive plan reserving up to 10% of fully diluted post‑closing capitalization will be adopted, diluting all Purchaser shareholders pro rata. Closing is subject to shareholder approvals, U.S. and Australian regulatory clearances, NYSE listing conditions and other customary requirements, with an outside date of June 30, 2027 and a $500,000 breakup fee plus expenses payable upon certain material breaches.
Plutonian Acquisition Corp. II (PLUN) entered into a Business Combination Agreement under which NT1 Pty Ltd shareholders will transfer all NT1 shares to a new Purchaser entity in exchange for 50,000,000 Purchaser Shares, implying aggregate consideration of $500,000,000 based on a deemed value of $10.00 per Purchaser Share.
After this share exchange, a merger sub will merge with Plutonian II so that Plutonian II becomes a wholly owned subsidiary of Purchaser; each Plutonian II ordinary share will convert into the right to receive one Purchaser Share, units will convert into Purchaser units, and rights will convert into equivalent Purchaser rights.
Purchaser’s post‑closing board will have five directors (one designated by the sponsor and the rest by NT1), and Purchaser will adopt an equity incentive plan reserving up to 10% of fully diluted capitalization, diluting all holders pro rata. Closing is subject to extensive conditions, including Plutonian II shareholder approval, antitrust clearance under the Hart‑Scott‑Rodino Act, Australian FIRB approvals, maintenance of NYSE listing, and absence of material adverse effects. The agreement can be terminated under specified circumstances, with a $500,000 breakup fee plus expenses payable by a breaching party.
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.