Plutonian Acquisition Corp II-A美股招股说明书(2026-04-28版)

Plutonian Acquisition Corp II10,000,000Units Plutonian Acquisition Corp II is a blank check company incorporated in the Cayman Islands as an exempted company with limited lithe purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similarcombination with one or more businesses or entities. We have not selected any business combination target although we intend tosearch for a target business on companies engaged in energy storage, telecommunications, and consumer sectors. We have not, nor hon our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts toprospective target business will not be limited to a particular industry or geographic region. While we intend to conduct a globaltarget businesses without being limited by geographic region, we affirmatively exclude as an initial business combination target any cowhich financial statements are audited by an accounting firm that the United States Public Company Accounting Oversight Board (“Pis unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated throustructure. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one Class A ordinand one right to receive one-fourth(1/4th) of one Class A ordinary share upon the consummation of an initial business combidescribed in more detail in this prospectus. We refer to the rights included in the units as “rights.” We have granted A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, a 45-day option to purchaseadditional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our issued and outstanding ordinary shares that were sold in this offering with the opportunity to redshares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amoudeposit in the trust account described below, including interest (net of taxes payable), divided by the number of then issued and ouordinary shares that were sold in this offering, which we refer to as our “public shares” throughout this prospectus, subject to the ldescribed herein. See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initialcombination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initialcombination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do noredemptions in connection with our initial business combination pursuant to the tender offer rules, our post-offering amended anmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any othwith whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act ofamended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the sharthis offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (incshares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combin“Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offehold shareholder vote” for further discussion on certain limitations on redemption rights. We have 12 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may beconsummate our initial business combination within such period, we may seek shareholder approval to amend our post-offering amerestated memorandum and articles of association to extend the date by which we must consummate our initial business combination. Ishareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share pricin cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the nthen issued and outstanding public shares, subject to applicable laws. If we are unable to complete our initial business combination12-month period or such period that may be extended, we will distribute the aggregate amount then on deposit in the trust account,interest (net of taxes payable), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all oexcept for the purposes of winding up of our affairs, as further described herein. Our sponsor, Plutonian Capital II LLC, a Delaware limited liability company