Plutonian Acquisition Corp. II
For the period ended Aug 31, 2026. Filed Oct 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 31, 2026 · Filed Oct 15, 2026
PLUN$10.160.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-31; filed 2026-07-15.
0001477932-26-004325
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-31; filed 2026-10-15.
0001477932-26-006266
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 40 previous paragraphs and 48 current paragraphs.
31 unchanged; 7 reworded; 9 added; 0 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Recent Developments
Current report
Business Combination
Current report
On September 3, 2026, the Company entered into an Agreement and Plan of Merger and Business Combination Agreement (the “Business Combination Agreement”) with NT1 Pty Ltd (“NT1”) and certain other parties. Pursuant to the Business Combination Agreement, the shareholders of NT1 will transfer all of the issued and outstanding shares of NT1 to a newly formed acquisition entity (“Purchaser”) in exchange for 50,000,000 shares of Purchaser, representing aggregate consideration of $500 million based on a deemed value of $10.00 per share. The consideration is subject to potential adjustment based on an independent valuation report and an independent technical report, subject to the mutual written agreement of the parties.
Current report
Following the acquisition of NT1, a merger subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Purchaser. At the closing, each outstanding ordinary share of the Company, other than treasury shares and dissenting shares, will be converted into the right to receive one share of Purchaser, and each outstanding unit and right of the Company will be converted into securities of Purchaser having substantially equivalent terms.
Current report
Immediately following the closing, Purchaser’s board of directors is expected to consist of five directors, including at least three independent directors. In addition, Purchaser will adopt an equity incentive plan providing for awards representing up to 10% of Purchaser’s fully diluted capitalization immediately following the closing.
Current report
The consummation of the Business Combination is subject to customary closing conditions, including approval by the Company’s shareholders, required governmental and regulatory approvals, applicable antitrust and Australian foreign investment approvals, delivery of required financial statements and other customary closing conditions. The transaction is currently expected to close following satisfaction or waiver of the applicable closing conditions, but there can be no assurance that the Business Combination will be consummated.
Current report
The Business Combination Agreement may be terminated under specified circumstances, including by mutual consent, certain uncured breaches, failure to consummate the transaction by June 30, 2027 (or such later date as agreed by the parties), certain governmental prohibitions, or failure to obtain the required shareholder approval. Under specified circumstances involving a material breach, the breaching party is required to pay a $500,000 breakup fee plus certain reasonable and documented transaction expenses.
Current report
The Business Combination is subject to a number of conditions and uncertainties, and no assurance can be given that the transaction will be completed on the terms described above or at all.
Current report
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the potential impact of adopting the standard on its financial statements.
Reworded paragraphs (7)
Previous wording
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Current wording
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Previous wording
For the three months ended May 31, 2025, we had net loss of $45,424, which consisted of general and administrative expenses of $45,983, offset by interest income of $559.
Current wording
For the three months ended August 31, 2026, we had net income of $711,573, which consisted of interest income of $971,046, offset by general and administrative expenses of $259,473. For the three months ended August 31, 2025, we had net loss of $16,366, which consisted of general and administrative expenses of $17,250, offset by interest income of $884.
Previous wording
On April 29, 2026, we consummated our IPO of 10,000,000 units (the “Units”), at $10.00 per Unit. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which the Sponsor purchased an aggregate of 210,000 private units (the “Private Units”) at a price of $10.00 per Private t Unit, generating total gross proceeds of $2,100,000.
Current wording
On April 29, 2026, we consummated our IPO of 10,000,000 units (the “Units”), at $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 the Sponsor purchased an aggregate of 210,000 private units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds of $2,100,000.
Previous wording
On April 29, 2026, the underwriters of the Company, notified the Company of their partial exercise of the over-allotment option and purchased 750,000 additional units (the “Option Units”) for an aggregate of 10,750,000 Units sold. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $10,750,000. The over-allotment option closed on May 5, 2026. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement to the Sponsor of an aggregate of 7,800 Private Units at a price of $10.00 per Private Unit, generating total gross proceeds of $78,000.
Current wording
On April 29, 2026, the underwriters of the Company, notified the Company of their partial exercise of the over-allotment option and purchased 750,000 additional units (the “Option Units”) at an offering price of $10.00 per Unit, generating total gross proceeds of $7,500,000. The over-allotment option closed on May 5, 2026. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement to the Sponsor of an aggregate of 7,800 Private Units at a price of $10.00 per Private Unit, generating total gross proceeds of $78,000. As a result, the Company sold an aggregate of 10,750,000 Public Units and 217,800 Private Units.
Previous wording
As of May 31, 2026, we had cash of $492,564 and a working capital of $474,053. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $200,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, at whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
Current wording
As of August 31, 2026, we had cash of $270,975 and a working capital of $218,245. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $200,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, at whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
Previous wording
In connection with the Company's assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has determined that the Company lacks the financial resources necessary to sustain operations for a reasonable period of time, which is considered to be one year from the date these financial statements are issued. There can be no assurance that the Company's plans to raise additional capital or to consummate an initial Business Combination will be successful before the mandatory liquidation date. These conditions raise substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of an initial Business Combination or the date the Company is required to liquidate. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
In connection with the Company's assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has determined that the Company lacks the financial resources necessary to sustain operations for a reasonable period of time, which is considered to be one year from the date these financial statements are issued. There can be no assurance that the Company's plans to raise additional capital or to consummate an initial Business Combination will be successful before the mandatory liquidation date. These conditions raise substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of an initial Business Combination or the date the Company is required to liquidate. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
On February 8, 2025, the Company entered into a promissory note of an aggregate of $200,000 with the Sponsor. The Promissory Note is unsecured, interest-free and due on the on the earlier of earlier of: (i) December 31, 2025, or (ii) the date on which the Company consummates an initial public offering of its securities, or (iii) the date on which the Company determines to not proceed with such initial public offering. We repaid the outstanding balance of $200,000 to the Sponsor on April 30, 2026 after the closing of the IPO.
Current wording
On February 8, 2025, the Company entered into a promissory note of an aggregate of $200,000 with the Sponsor. The Promissory Note is unsecured, interest-free and due on the earlier of: (i) December 31, 2025, or (ii) the date on which the Company consummates an initial public offering of its securities, or (iii) the date on which the Company determines to not proceed with such initial public offering. We repaid the outstanding balance of $200,000 to the Sponsor on April 30, 2026 after the closing of the IPO.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the six months ended August 31, 2026, we had net income of $933,250, which consisted of interest income of $1,298,741, offset by general and administrative expenses of $365,491. For the six months ended August 31, 2025, we had net loss of $61,790, which consisted of general and administrative expenses of $63,233, offset by interest income of $1,443.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Previous report — wording carried elsewhere
For the three months ended May 31, 2026, we had net income of $221,677, which consisted of interest income of $327,695, offset by general and administrative expenses of $106,018.