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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

 

November 9, 2023

Date of Report (Date of earliest event reported)

 

Plutonian Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41554   86-2789369
(State or other jurisdiction of
incorporation)
  (Commission File Number)    (I.R.S. Employer
Identification No.) 

 

1441 Broadway 3rd, 5th & 6th Floors

New York NY

  10018
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646)969-0946

 

Not Applicable

(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 share of one Common Stock, one redeemable Warrant, and one Right   PLTNU   The Nasdaq Stock Market LLC
Common Stock   PLTN   The Nasdaq Stock Market LLC
Warrant, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   PLTNW   The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-sixth (1/6) of one share of Common Stock   PLTNR   The Nasdaq Stock Market LLC

 

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 1.01. Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On November 9, 2023, Plutonian Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $210,000 (the “Note”) to Big Tree Cloud International Group Limited (“Big Tree Cloud”) in exchange for Big Tree Cloud depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted by the holder into shares of common stock of the Company identical to the common stock issued in the Company’s initial public offering at a price of $10.00 per unit (each unit is consisted of one share of common stock, one warrant and one right to receive one-sixth (1/6) of a share of common stock).

 

Item 8.01 Other Events

 

The Company issued the release filed herewith on November 15, 2023. The materials attached as Exhibit 99.1 are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated November 15, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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.

 

Dated: November 15, 2023

 

PLUTONIAN ACQUISITION CORP.

 

By: /s/ Wei Kwang Ng  
Name: Wei Kwang Ng  
Title: Chief Executive Officer  

 

 

2

 

 

Exhibit 99.1

 

Plutonian Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination

 

NEW YORK, November 15, 2023 /PRNewswire/ -- Plutonian Acquisition Corp. (NASDAQ: PLTN, the “Company”), a special purpose acquisition company, announced today that Big Tree Cloud International Group Limited (“Big Tree Cloud”) has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $210,000, in order to extend the period of time the Company has to complete a business combination for three additional months, from November 15, 2023 to February 15, 2024. The Company issued a promissory note to Big Tree Cloud with a principal amount equal to the amount deposited. The promissory note bears no interest and is convertible into the Company’s shares of common stock at a price of $10.00 per unit (each unit is consisted of one share of common stock and one right to receive one-sixth (1/6) of a share of common stock) at the closing of a business combination by the Company. The purpose of the extension is to provide more time for the Company to complete a business combination.

 

About Plutonian Acquisition Corp.

 

Plutonian Acquisition Corp. is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus its search for a target business on companies engaged in metaverse technologies, tourism and e-commerce related industries in the Asia-Pacific, or APAC, region. The Company affirmatively excludes as an initial business combination target any company of which financial statements are audited by an accounting firm that the United States Public Company Accounting Oversight Board is unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated through a VIE structure.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Wei Kwang Ng

 

Plutonian Acquisition Corp.

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Nov. 09, 2023
Document Type 8-K
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Entity File Number 001-41554
Entity Registrant Name Plutonian Acquisition Corp.
Entity Central Index Key 0001929231
Entity Tax Identification Number 86-2789369
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1441 Broadway 3rd, 5th & 6th Floors
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10018
City Area Code 646
Local Phone Number 969-0946
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Units, each consisting of one share of one Common Stock, one redeemable Warrant, and one Right  
Title of 12(b) Security Units, each consisting of one share of one Common Stock, one redeemable Warrant, and one Right
Trading Symbol PLTNU
Security Exchange Name NASDAQ
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol PLTN
Security Exchange Name NASDAQ
Warrant, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrant, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol PLTNW
Security Exchange Name NASDAQ
Rights, each right entitling the holder to receive one-sixth (1/6) of one share of Common Stock  
Title of 12(b) Security Rights, each right entitling the holder to receive one-sixth (1/6) of one share of Common Stock
Trading Symbol PLTNR
Security Exchange Name NASDAQ

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