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Plutonian Acquisition Corp II-A 2026年季度报告

2026-07-15 美股财报 M.凯
报告封面

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter endedMay 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-43429 Plutonian Acquisition Corp II(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of July15, 2026, 14,071,337 Class A and Class B ordinary shares, including Class A ordinary shares underlying the units, wereissued and outstanding. PLUTONIAN ACQUISITION CORP II FORM 10-Q FOR THE QUARTER ENDED MAY 31, 2026 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of May 31, 2026 (Unaudited) and February 28, 20261Unaudited Condensed Statements of Operations for the Three Months Ended May 31, 2026 and 20252Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended May31, 2026 and 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended May 31, 2026 and 20254Notes to Unaudited Condensed Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk20Item 4. Controls and Procedures20Part II. Other Information21Item 1. Legal Proceedings21Item 1A. Risk Factors21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds21Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits22Part III. Signatures23 PART I – FINANCIAL INFORMATION Class A ordinary shares, $0.0001 par value, 480,000,000 shares authorized, 10,750,000 shares and0 shares subject to possible redemption at redemption value of $10.08 per share and $0 per share asof May 31, 2026 and February 28, 2026, respectively108,364,866- Total Shareholders’ Equity (Deficit)Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (1)Class B ordinary shares have been retroactively restated to reflect a stock dividend equal to 0.388889 increasing the number offounder shares to 2,875,000 shares in February 2026. Includes 375,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter’s partial exercise of its over-allotment option to purchase 750,000 units on May 5, 2026, 187,500shares were forfeited. The accompanying notes are an integral part of these unaudited condensed financial statements. PLUTONIAN ACQUISITION CORP IIUNAUDITED CONDENSED STATEMENTS OF OPERATIONS (1)Class B ordinary shares have been retroactively restated to reflect a stock dividend equal to 0.388889 increasing the number offounder shares to 2,875,000 shares in February 2026. Excludes 375,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter’s partial exercise of its over-allotment option to purchase 750,000 units on May 5, 2026, 187,500shares were forfeited. The accompanying notes are an integral part of these unaudited condensed financial statements. PLUTONIAN ACQUISITION CORP IIUNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’EQUITY (DEFICIT) (1) Class B ordinary shares have been retroactively restated to reflect a stock dividend equal