Plutonian II to merge with Australian miner NT1

Plutonian Acquisition Corp. II agreed to merge with NT1 Pty Ltd in a deal expected to create a NYSE-listed combined company, pending regulatory and shareholder approvals.

Rhea-AI Filing Summary

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.

Filing Explained

The communication leaves the proposed combination at the agreement stage: securities for NT1 shareholders are described only for issuance at completion, and this filing is not an offer or sale of those securities.

Key Figures

Press release date: September 3, 2026 IPO prospectus date: April 28, 2026 Form type: Form F-4 +1 more

4 metrics

Press release date September 3, 2026 Date of press release announcing the business combination between Plutonian II and NT1

IPO prospectus date April 28, 2026 Date of Plutonian II’s final prospectus related to its initial public offering referenced for background information

Form type Form F-4 Registration statement the combined company intends to file for the transaction

Expected listing venue New York Stock Exchange Exchange where the combined company is expected to be listed following the transaction

Key Terms

special purpose acquisition company, Agreement and Plan of Merger and Business Combination Agreement, registration statement on Form F-4, proxy statement/prospectus, +2 more

6 terms

special purpose acquisition company financial

"Plutonian Acquisition Corp. II, a publicly traded special purpose acquisition company"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

Agreement and Plan of Merger and Business Combination Agreement financial

"entered into an Agreement and Plan of Merger and Business Combination Agreement"

registration statement on Form F-4 regulatory

"The combined company intends to file a registration statement on Form F-4"

A registration statement on Form F-4 is a regulatory filing used when a foreign company offers or issues securities in connection with a merger, acquisition, exchange offer or similar transaction that involves U.S. securities law. It gathers the deal terms, financial statements, management background and risk factors into one disclosure package so investors can evaluate the transaction — like an ingredient list and instruction manual investors read before deciding to buy or vote on the new or exchanged shares.

proxy statement/prospectus regulatory

"which will include a proxy statement/prospectus to be distributed"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication contains certain forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"including those under “Risk Factors” therein, and other documents filed"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

What transaction did Plutonian Acquisition Corp. II (PLUN) announce with NT1 Pty Ltd?

Plutonian Acquisition Corp. II announced it 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 create a combined company listed on the New York Stock Exchange, subject to approvals.

How will PLUN shareholders be involved in approving the NT1 business combination?

The proposed transaction will be submitted to Plutonian II shareholders for a vote. A proxy statement/prospectus in a Form F-4 registration statement will be mailed to shareholders after SEC effectiveness, providing details before any voting or investment decision.

What SEC filing will the combined company use for the PLUN–NT1 transaction?

The combined company intends to file a registration statement on Form F-4 with the SEC. This filing will include a proxy statement/prospectus for Plutonian II shareholders and a prospectus for the securities to be issued to NT1 shareholders in the proposed business combination.

Where can PLUN investors get documents about the NT1 merger once available?

Plutonian II states that shareholders may obtain the definitive proxy statement/prospectus and other related filings free of charge from the SEC’s website at www.sec.gov once they are filed and declared effective.

What risks does PLUN highlight regarding completion of the NT1 business combination?

The communication lists risks including potential failure to obtain shareholder approvals, failure to receive governmental and regulatory approvals, possible changes to transaction structure, ability to meet stock exchange listing standards, transaction-related costs, and broader economic and competitive factors.

Is the PLUN–NT1 communication an offer to sell securities or a prospectus?

No. The communication explicitly states it is not an offer to sell or a solicitation of an offer to buy any securities and is not a prospectus or public offering in any jurisdiction. Any offer will be made only by a prospectus meeting Securities Act requirements or exemptions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 09:32 AM Accepted by SEC EDGAR 09/03/2026 - 09:30 AM Learn about SEC filing dates

Filed by Plutonian Acquisition Corp II

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

 under the Securities Exchange Act of 1934

Subject Company: Plutonian Acquisition Corp II

(Commission File Number : 001-43249)

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

September 3, 2026

Date of Report (Date of earliest event reported)

Plutonian Acquisition Corp II

(Exact name of Registrant as specified in its charter)

Cayman Islands		001-43249		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 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 

Exhibit No.		Description
99.1		Press Release, dated September 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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
Dated: September 3, 2026	By:	/s/ Wei Kwang Ng
	Name:	Wei Kwang Ng

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