PLTNU Plutoniam Acquisition Corporation

 

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

 

August 8, 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

 

N/A

(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 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.

 

As approved by its stockholders at the special meeting of Stockholders held on August 8, 2023 (the “Special Meeting”), Plutonian Acquisition Corp. (“Plutonian” or the “Company”) entered into an amendment to the Investment Management Trust Agreement, dated as of November 9, 2022, with Continental Stock Transfer & Trust Company, on August 8, 2023 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 (the date that is 21 months from the closing date of the Company’s initial public offering of units (“IPO”)). The Trust Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its stockholders at the Meeting on August 8, 2023, Plutonian filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 9, 2023 (the “Charter Amendment”), giving the Company the right to extend the Business Combination Period up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 (the later such date actually extended being referred to as the “Extended Date”). The Charter Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 8, 2023, the Company held the Special Meeting. On July 12, 2023, the record date for the Special Meeting, there were 7,511,125 shares of common stock of Plutonian entitled to be voted at the Special Meeting. At the Special Meeting, 6,318,201 shares of common stock of Plutonian or 84.12% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.

 

1.	Charter Amendment

 

Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving Plutonian the right to extend the Business Combination Period up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024. Adoption of the Charter Amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN
6,225,503		92,698		0

 

 

2.	Trust Amendment

 

Stockholders approved the proposal to amend the Company’s Investment Management Trust Agreement, dated as of November 9, 2022, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the Business Combination Period up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock sold in the IPO. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN
6,225,503		92,698		0

 

Item 8.01. Other Events.

 

In connection with the stockholders’ vote at the Special Meeting of Stockholders held by Plutonian on August 8, 2023, 2,487,090 shares were tendered for redemption.

 

On August 1, 2023, $210,000 has been deposited into the trust account managed by Continental Stock Transfer and Trust Company to extend the Business Combination Period from August 15, 2023 to November 15, 2023. Accordingly, Plutonian now has until November 15, 2023, to complete its initial business combination.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Plutonian Acquisition Corp. dated August 8, 2023
10.1		Amendment to the Investment Management Trust Agreement, dated as of November 9, 2022, between Plutonian Acquisition Corp. and Continental Stock Transfer & Trust Company dated August 8, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: August 11, 2023

 

PLUTONIAN ACQUISITION CORP.

 

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

 

 

3

Exhibit 3.1

 

 

State of Delaware Secretary of State Division of Corporations Delivered 02:36 PM 08/09/2023 FILED 02:36 PM 08/09/2023 SR 20233203240 - File Number 5461819

 

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PLUTONIAN ACQUISITION CORP.

 

Plutonian Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:

 

1.

The name of the corporation is Plutonian Acquisition Corp.

 

2.

The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 11, 2021 (and it was thereafter amended by a Certificate of Amendment to the Certificate of Incorporation on September 28, 2022), which later was amended and restated by filing the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on November 9, 2022 (the “Amended and Restated Certificate of Incorporation”).

 

3.

The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:

 

RESOLVED, that Article Sixth (E) of the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:

 

“E. In the event that the Corporation does not consummate a Business Combination by August 15, 2023, or if the Corporation shall, in its sole discretion determine, elect to extend the amount of time to complete a Business Combination, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 (the later such date actually extended being referred to as or, in each case if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination Date”) , the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding.”

 

4.

That thereafter, said amendment was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.

 

 

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of August 8, 2023.

 

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

 

 

 

 

Exhibit 10.1

 

AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated November 9, 2022, by and between the parties hereto (the “Trust Agreement”).

 

WHEREAS, $58,506,250 of the gross proceeds from the IPO and sale of the Private Placement Units was deposited into the Trust Account;

 

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 9 months after the closing of the IPO, or, in the event that the Company extended the time to complete the Business Combination for up to 18 months, as applicable, from the Closing but has not completed the Business Combination within such 18-month period, as applicable, provided a Termination Letter has not been received by the Trustee prior to such date;

 

WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the affirmative vote of the holders of at least 50% or more of the shares of the Common Stock present or represented at the meeting, par value $0.0001 per share, of the Company voting together as a single class;

 

WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and

 

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

 

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.	Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee upon the date which is, the later of (1) August 15, 2023, (2) up to the 21-month anniversary from the closing of IPO, i.e., August 15, 2024, and (3) such later date as provided in the Company’s Amended and Restated Certificate of Incorporation (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

 

2.	Addition of Section 1(n). A new Section 1(n) shall be added as follows:

 

“(m) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit F hereto at least five days prior to the applicable termination date (as may be extended in accordance with Section 1(i)), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow the instructions set forth in the Extension Letter.”

 

3.	Amendments to Definitions.

 

(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:

 

“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated November 9, 2022, by and between Plutonian Acquisition Corp. and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated August 8, 2023.”; and

 

(ii) The term “Property” shall be deemed to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.

 

 

4.	Addition of Exhibit F. A new Exhibit F of the Trust Agreement is hereby added as follows:

 

EXHIBIT F

[Letterhead of Company]

[Insert date]

 

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

 

Re: Trust Account — Extension Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to paragraphs 1(i) and 1(n) of the Investment Management Trust Agreement between Plutonian Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 9, 2022, as amended by the Amendment No. 1, dated August 8, 2023 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three month[s], from [●], 202_ to [●], 202_ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the contribution in the amount of $210,000 for such three-month extension until [●], 202_ (the “Contribution”), unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account investments upon receipt.

 

Very truly yours,
Plutonian Acquisition Corp.
By:
Name:
Title:

 

 

5.1.	Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
5.2.	Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
5.3.	Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
5.4.	Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

5.5.	Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
5.6.	Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

 

PLUTONIAN ACQUISITION CORP.
By:	/s/ Wei Kwang Ng
	Name:	Wei Kwang Ng
	Title:	Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
	Name:	Francis Wolf
	Title:	Vice President

 

 

-5-

v3.23.2

Cover	Aug. 08, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2023
Current Fiscal Year End Date	--12-31
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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 of one share of Common Stock
Title of 12(b) Security	Rights, each right entitling the holder to receive one-sixth of one share of Common Stock
Trading Symbol	PLTNR
Security Exchange Name	NASDAQ

---