Plutonian Acquisition II

Outlines strategic positioning, personnel, and regulatory exposures that define the investment thesis and constraint set. The filing indicates no substantive target discussions have been initiated and no specific business combination is under consideration. Management discloses a search focus on energy storage, telecommunications, and consumer sectors globally, while affirmatively excluding companies consolidated through variable interest entity (VIE) structures or audited by firms unable to be inspected by the PCAOB for two consecutive years beginning in 2021.

This filing establishes the final IPO terms for a $100 million SPAC targeting energy storage, telecommunications, and consumer sectors globally. Key mechanics for investors: trust value of $10.05 per share, 12-month deadline from IPO closing, maximum 15% shareholder redemption if shareholder vote is used, and a stated exclusion of any target with PCAOB-inaccessible auditor or VIE structure. Sponsor (Plutonian Capital II LLC) will own ~20.68% post-IPO with founder shares locked up 180 days after a deal. Public shareholders can redeem at trust value; rights expire worthless if no deal. The document also confirms no target has been identified and no substantive discussions have occurred.

This filing establishes the key terms for the SPAC IPO: (1) Trust: $100 million initially at $10.00 per unit, with proceeds held in U.S. Treasuries or money market funds; (2) Redemption rights: Public shareholders may redeem shares upon a business combination or amendment to charter, with a 15% cap on redemptions per group; (3) Deadline: 12 months from closing to complete a business combination, extendable with shareholder approval; (4) Target sectors: Energy storage, telecommunications, and consumer, excluding any China-based companies with PCAOB non-inspectable auditors or VIE structures; (5) Sponsor economics: Sponsor paid $25,000 for 2.875 million founder shares (25% of post-IPO shares), with potential for significant dilution – the dilution table shows that under maximum redemptions, public shareholders face 99.4% dilution. The filing also details conflicts of interest, risk factors related to PRC ties, and lock-up provisions for insiders (180 days for founder shares, 30 days for private units).

This S-1/A establishes the entire IPO framework for PLUN, including trust size, redemption mechanics, sponsor compensation, and deal timeline. Critical issues for investors include: (1) extreme founder dilution – sponsor paid ~$0.012 per share while public pays $10.00; (2) management's prior SPACs experienced >99% redemptions, indicating poor target selection or execution; (3) no business combination target identified and no substantive discussions initiated; (4) 18-month deadline creates pressure; (5) exclusion of China/VIE targets may limit pool, yet management has significant China ties; (6) auditor is Chinese and subject to PCAOB inspection uncertainty; (7) potential CFIUS and PRC regulatory risks; (8) working capital of only $500,000 may be insufficient for extensive search. The filing contains detailed risk factors and conflicts of interest disclosures that are essential for evaluating the offering.

Introduces a new SPAC with a $100 million trust, standard terms, and specific exclusion of China-based VIE targets. The filing discloses significant dilution risk from sponsor's low-cost founder shares, potential conflicts of interest due to management's ties to China (though target search excludes China), and risks related to PCAOB auditability. The SPAC's 18-month deadline and redemption mechanics are standard. Investors should note the sponsor's track record (prior SPACs had very high redemption rates and post-combination stock prices near zero). The filing provides all terms for the IPO and sets the stage for future business combination.

This filing materially outlines the structural economics governing shareholder exits, clarifying how trust balance preservation, extension voting, and redemption mechanics function alongside strict 80% fair market value tests. It exposes significant alignment gaps by quantifying sponsor profit potential despite public shareholder dilution, noting prior executive track records involving ~99.99% redemptions in neighboring SPACs.

The filing establishes the precise economic waterfalls and dilution parameters for investors, with the registrant noting that the sponsor’s nominal founder share purchase price versus the $10.00 public price and private placement commitment creates immediate dilution that anti-dilution conversion features may exacerbate.

This filing maps the baseline economics, governance constraints, and cross-border regulatory exposures before any target is selected. The prospectus explicitly warns that the sponsor’s nominal $0.012 acquisition cost for founder shares creates immediate and substantial dilution, creating an incentive for management to pursue riskier targets that may decline in value while still generating sponsor profit.

According to the filing, investors must factor in documented dilution ranging from $2.03 to $7.10 per public share across zero-percent to maximum-redemption scenarios, reflecting the structural gap between the $10.00 offering price and pro forma net tangible book value. The prospectus attributes a substantial exit-of-value mismatch to the sponsor's $0.012 per share founder share acquisition cost, warning that management's financial incentive to realize profits may drive pursuit of riskier or less-established targets, even if post-combination pricing declines materially.

What changed: A Schedule 13G, classified as a beneficial ownership report. The filing identifies Decagon Asset Management LLP and Benjamin John Durham as reporting persons. It discloses no updates to redemption deadlines, trust account balances, extension mechanisms, business combination progress, or sponsor conduct. Why it matters: Although this routine compliance exhibit contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, 13G filings remain relevant to redemption calendars and merger voting because institutional share concentration can dictate shareholder coordination, proxy solicitation leverage, and redemption behavior during a SPAC search. Investors should track subsequent submissions for percentage movements that may signal positioning ahead of a target announcement or post-merger governance shifts.

What changed: A Schedule 13G, an SEC beneficial ownership report filed by institutional investment managers to disclose aggregated equity positions. First, this document IS in its own terms a Schedule 13G beneficial ownership report. Second, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing records no mechanical changes; it merely lists TD SECURITIES (USA) LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank as holders without updating share percentages, acquisition purposes, or transaction timelines. Third, concerning customers, revenue, market size, strategy, technology, partnerships, litigation, and personnel, the document contains no substantive disclosures. Per the text, the four entities are simply cataloged under The Toronto-Dominion Bank’s reporting structure, and no claims, projections, or operational updates are attributed to PLUN’s management, sponsors, or external parties. Why it matters: For investors tracking PLUN’s SEARCHING status and its expiration window, this filing clarifies that TD-affiliated accounts remain registered beneficial owners without indicating activist intent, early deal sourcing, or redemption signaling. Because the submission lacks a percentage amendment or purpose modification, it carries no immediate weight on trust account preservation or extension voting mechanics, yet it functions as a verified custody checkpoint that investors can cross-reference against future Schedule 13D/G amendments for shifts in capital commitment.

What changed: A Joint Filing Agreement executed by Feis Equities LLC and Lawrence M. Feis to authorize collective submission of a Schedule 13G and any subsequent amendments concerning Class A ordinary shares of Plutonian Acquisition Corp II, filed as an exhibit. The signing parties established a joint filing arrangement under Rule 13d-1(k) to streamline their ownership disclosure submissions. The agreement records no amendments to beneficial ownership thresholds, adjusts no trust account balances, modifies no business combination deadline, and reports no shifts in target evaluation pipelines or sponsor conduct. Mechanical elements governing redemption windows, extension votes, and merger execution timelines remain entirely unaffected by this procedural arrangement dated July 24, 2026. Why it matters: This instrument operates strictly as an administrative compliance tool to satisfy Securities Exchange Act reporting requirements for the named reporting persons. It contains no representations or claims regarding customer contracts, revenue metrics, market sizing, technology platforms, strategic alliances, active litigation, or executive personnel movements. Investors monitoring trust value preservation, redemption pressure dynamics, or sponsor fiduciary behavior will find zero operational impacts derived from this execution, as the document introduces no variables altering capital structure, deal momentum, or shareholder voting rights.

What changed: Quarterly report on Form 10-Q for the quarter ended May 31, 2026. This is Plutonian Acquisition Corp II's first quarterly report since its IPO. It completed its IPO of 10,000,000 units on April 29, 2026 and a partial exercise of the over-allotment option for 750,000 units on May 5, 2026, raising gross proceeds of $107,500,000. The sponsor purchased 217,800 private placement units for $2,178,000. Net proceeds of $108,037,500 ($10.05 per unit) were placed in the trust account. As of May 31, 2026, the trust account held $108,364,866. The company reported net income of $221,677 for the quarter. Management disclosed substantial doubt about the company's ability to continue as a going concern. Why it matters: This filing confirms the SPAC's post-IPO capital structure and trust value. The trust holds approximately $10.08 per public share. The deadline to complete a business combination is April 29, 2027. The company has identified no target and management has raised a going concern warning, stating that it lacks the financial resources to sustain operations for the next 12 months. The sponsor's promissory note of $200,000 was repaid at closing. The company has a 'Combination Period' of 12 months from the effective date of the registration statement (April 27, 2026). No extension mechanism is described beyond an amendment to the charter.

What changed: This document IS a Form 8-K Current Report filed by Plutonian Acquisition Corp II on May 11, 2026, disclosing the closing of the underwriters' partial exercise of the over-allotment option and accompanying private placements, accompanied by an unaudited pro forma balance sheet. According to the registrant, the Company consummated its IPO on April 29, 2026, selling 10,000,000 units at $10.00 per unit for $100,000,000 in gross proceeds. The underwriters partially exercised a 45-day option for 750,000 additional units at $10.00 per unit, with closing occurring on May 5, 2026, generating $7,500,000 in gross proceeds. Simultaneously, the Sponsor (Plutonian Capital II LLC) purchased 210,000 initial private placement units and 7,800 additional units at $10.00 per unit, producing $2,100,000 and $78,000 respectively. A total of $108,037,500 ($10.05 per Unit) of net proceeds were placed in a trust account with Continental Stock Transfer & Trust acting as trustee. The filing's pro forma balance sheet adjusts the trust holding to $108,095,414 after crediting $57,914 in investment interest. Class A ordinary shares subject to possible redemption increased to 10,750,000 shares at a stated redemption value of $10.05 per share. The Company further discloses that on May 4, 2026, it executed a Side Letter Agreement waiving the right to exercise the remaining 750,000 over-allotment units, ensuring no Class B ordinary shares would be forfeited. Deferred offering costs reflect a $77,062 charge to APIC and $36,562 covering 23,437 representative shares issued to underwriters at an estimated fair value. Why it matters: This filing establishes the finalized capitalization, trust account valuation, and public share count prior to any potential redemption window, locking the sponsor's waiver of the final over-allotment without triggering founder share dilution. The $108,095,414 trust balance against 10,750,000 redeemable shares defines the maximum per-share payout mechanics absent a successful combination. Beyond redemption parameters, the document clarifies that each registered unit comprises one Class A ordinary share and one right entitling the holder to one-fourth of a Class A share upon an initial business combination. Administrative expense accruals of $2,000 and bank interest income of $70 are recorded, while the registrant confirms its status as an emerging growth company utilizing extended financial accounting transition periods. No operational metrics, customer contracts, revenue projections, competitive positioning, technology roadmaps, strategic partnerships, litigation disclosures, or executive compensation changes are presented; the substance is strictly limited to post-offering equity structuring and trust funding verification.

What changed: Form 8-K current report confirming the consummation of a 10,000,000-unit initial public offering and a concurrent 210,000-unit private placement, accompanied by an audited balance sheet and comprehensive notes to the financial statements. According to Note 1 in the filing, the company deposited $100,500,000 into a U.S.-based Trust Account ($10.05 per public unit), administered by Continental Transfer and Trust Company. Management states the registration statement effective date of April 27, 2026 fixes a 12-month Combination Period ending April 29, 2027, unless amended. If the period lapses, redemptions will occur using Trust Account balances reduced by up to $100,000 for dissolution expenses. In its independent audit report, Guangdong Prouden CPAs GP states substantial doubt exists regarding the company’s ability to continue as a going concern due to inadequate capital to fund operations for a reasonable period. Per Note 5, Sponsor Plutonian Capital II LLC agreed to indemnify the company if third-party claims drain the Trust Account below the lesser of $10.05 per public share or the actual per-share liquidation amount, less taxes payable. Per Note 9, working capital stands at $401,071, supported by $566,686 in cash (of which $559,039 was advanced by the sponsor on April 30, 2026, net of a $200,000 promissory note repayment). The sponsor reserved access to $1,500,000 in working capital loans convertible to private units at $10.00 per unit, while an administrative services agreement commits the company to pay $10,000 monthly. Note 1 specifies management targets Asia Pacific businesses, expressly excluding companies based in or operating primarily in Greater China. Per Note 7, attached rights expire worthless if no business combination concludes and deliver exactly one-fourth of a single share upon conversion, with no fractional shares issued. Why it matters: The filing finalizes SPAC mechanics for capital allocation: the redemption floor rests on a contractual $10.05 per share sponsor guarantee rather than floating market prices, and the liquidation deadline is locked to April 29, 2027. The auditor’s going concern qualification externally validates execution risk, making sponsor liquidity injections and the scheduled $10,000 monthly administrative draws central to bridge operations. Because rights provide only quarter-shares and terminate without a merger, economic value hinges on closing a qualifying transaction valued at the 80% trust asset threshold outlined by management. Monitoring quarterly burn against the documented $401,071 post-offering equity position will indicate whether extension amendments trigger before the statutory wind-up window closes.

What changed: A Schedule 13G beneficial ownership report [routine compliance exhibit] identifying Space Summit Capital LLC as the reporting holder. The filing text identifies Space Summit Capital LLC as the entity submitting the beneficial ownership report. It discloses no share quantities, acquisition prices, date of acquisition, percentage of outstanding shares, or prior holding adjustments. Why it matters: Schedule 13G disclosures register when investors cross regulatory thresholds for beneficial ownership reporting. Because the submitted text contains no numerical positions, transaction dates, or intent statements, it provides no observable shift in institutional accumulation that would influence redemption pressure, trust account utilization, extension voting dynamics, or target pursuit pace. The document attributes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and cites no sponsor conduct, deadline provisions, or trust valuation metrics. Without disclosed share counts or acquisition timelines, the filing does not materially affect assessments of the SPAC’s capital position, search progress, or structural mechanics.

What changed: A routine compliance exhibit: A Joint Filing Agreement executed by Feis Equities LLC and Lawrence M. Feis to file a single Schedule 13G on behalf of both parties under Rule 13d-1(k) for Class A ordinary shares of Plutonian Acquisition Corp II. Nothing changed regarding redemption deadlines, trust value, extension mechanisms, deal progress, or sponsor conduct. The document solely establishes a procedural joint-filing arrangement for regulatory disclosures and contains no amendments to the SPAC’s corporate charter, business combination timeline, or trust accounting. Why it matters: The filing contains no substantive claims attributable to Feis Equities LLC, Lawrence M. Feis, or Plutonian Acquisition Corp II regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It carries no impact on investor redemption mechanics, trust disbursement schedules, or merger vote procedures. Investors must rely on separate merger-related proxy statements, registration statements, and amended charter documents to track material developments.

What changed: Exhibit A to a Schedule 13G: a Joint Filing Agreement executed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. This exhibit does not modify the redemption timeline, trust value, or liquidation deadline, nor does it announce deal progress or propose an extension. It formally consolidates beneficial ownership reporting for Plutonian Acquisition Corp. II among eight designated parties: seven Harraden Circle affiliated vehicles (Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP) and Frederick V. Fortmiller, Jr. Signed as Managing Member on May 5, 2026, the agreement contains no statements regarding sponsor conduct, extension voting strategies, trust interest allocation, or target pursuit activities. Why it matters: By aggregating disclosures, the Harraden Circle group presents a unified reporting front, which standardizes how the sponsor’s aggregate stake is measured against regulatory thresholds and potential governance leverage during the SEARCHING phase. For investors tracking whether the sponsor is actively negotiating a combination or preserving capital ahead of the liquidation cutoff, this document registers zero tactical movement. The explicit attribution to Mr. Fortmiller as Managing Member confirms centralized administrative execution across the fund complex, but the exhibit’s boilerplate compliance nature indicates routine SEC alignment rather than preparation for liquidity events, partnership announcements, or restructuring. Consequently, the redemption calendar and trust trajectory remain governed by prior prospectus terms unaffected by this filing.

What changed: Form 8-K reporting the closing of Plutonian Acquisition Corp II's $100 million initial public offering on April 29, 2026, together with the exhibits containing the underwriting agreement, amended charter, rights agreement, letter agreement, trust agreement, registration rights agreement, private placement subscription agreement, indemnity agreements, administrative services agreement and pricing/closing press releases. Plutonian Acquisition Corp II completed its IPO of 10,000,000 units at $10.00 per unit for $100,000,000 gross proceeds; simultaneously closed a private placement of 210,000 private units to sponsor Plutonian Capital II LLC for $2,100,000; and deposited $100,500,000 of combined proceeds into the trust account. The company also adopted its amended and restated memorandum and articles of association, appointed Arin Vahanian, Hao Shen and Joel A. Gallo to the board, and listed units, Class A ordinary shares and rights on the NYSE under PLUNU, PLUN and PLUNR. The company stated it has no specific business combination under consideration. Why it matters: This filing establishes the SPAC's redemption/timeline mechanics: public shareholders hold 10,000,000 Class A ordinary shares backed by a $100,500,000 trust ($10.05 per public share at inception), the company must complete an initial business combination by the later of 12 months from closing (April 29, 2027) or any shareholder-approved extension, and each right converts into one-fourth of one Class A ordinary share upon completion of a business combination. Sponsor holds 2,875,000 founder shares (up to 375,000 forfeitable depending on over-allotment exercise), has agreed to vote in favor of a business combination and not redeem, and private units are locked up until 30 days after the business combination. Any target acquired must have a fair market value of at least 80% of the trust account balance.