PLTNW / Plutonian Acquisition Corp. - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

PLTN / Plutonian Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Plutonian Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 72942P104 (CUSIP Number) April 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PLUTONIAN ACQUISITION CORP. (Exact Name of Registrant

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 May 15, 2024 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

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

Exhibit 99.1 Plutonian Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination NEW YORK, May 15, 2024 /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 trus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

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 April 30, 2024 Date of Report (Date of earliest event reported) Plutonian Acquisiti

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 April 30, 2024 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) (Commissi

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 April 30, 2024 Date of Report (Date of earliest event reported) Plutonian Acquisiti

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 April 30, 2024 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) (Commissi

Form of Promissory Note between the registrant and Plutonian Investments LLC

Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Description of Securities

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2023, Plutonian Corp. (“we,” “our,” “us” or the “Company”) had the following three securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share of comm

Compensation Recovery Policy

Exhibit 97.1 PLUTONIAN ACQUISITION CORP. COMPENSATION RECOVERY POLICY As adopted on April 12, 2024 Plutonian Acquisition Corp. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41554 PLUTONIAN ACQUISITION CORP. (Ex

Form of Promissory Note between the registrant and Big Tree Cloud International Group Limited

Exhibit 10.12 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41554 CUSIP NUMBER 72942P 203 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

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 March 25, 2024 Date of Report (Date of earliest event reported) Plutonian Acquisiti

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 March 25, 2024 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) (Commissi

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 March 25, 2024 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) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

PLTN / Plutonian Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020104sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Plutonian Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 72942P104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

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

Exhibit 99.1 Plutonian Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination NEW YORK, February 5, 2024 /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

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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 January 31, 2024 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) (Commis

PLTN / Plutonian Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d706810dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Plutonian Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72942P203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S

JOINT FILING AGREEMENT

EX-99.1 SCHEDULE 13G CUSIP No. 72942P203 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Plutonian Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to

Wilson Sonsini

Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 o: 212.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PLUTONIAN ACQUISITION CORP. (Exact Name of Registr

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Big Tree Cloud Enters into Definitive Merger Agreement with Plutonian Acquisition Corp. (Nasdaq: PLTN)

Exhibit 99.1 Big Tree Cloud Enters into Definitive Merger Agreement with Plutonian Acquisition Corp. (Nasdaq: PLTN) SHENZHEN, CHINA and NEW YORK, NY, October 10, 2023 – Big Tree Cloud International Group Limited (“Big Tree Cloud” or the “Company”), a company devoted to the development, production and sales of personal care products and other consumer goods in China, and Plutonian Acquisition Corp.

Sponsor Voting and Support Agreement dated October 9, 2023

Exhibit 10.2 SPONSOR VOTING AND SUPPORT AGREEMENT This SPONSOR VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is entered into by and among Plutonian Investments LLC, a Delaware limited liability company (the “Sponsor”), Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding

Agreement and Plan of Merger, dated October 9, 2023, by and among Plutonian Acquisition Corp., Guangdong Dashuyun Investment Holding Group Co., Ltd., Big Tree Cloud International Group Limited and Certain Other Parties

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated October 9, 2023 by and among Big Tree Cloud International Group Limited, Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), Big Tree Cloud Holdings Limited, Big Tree Cloud Merger Sub I Limited, Big Tree Cloud Merger Sub II Inc., and Plutonian Acquisition Corp. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II TRANSACTION

Form of Shareholders Lockup Agreement

Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2023, by and between the undersigned (the “Holder”) and Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. Plutonian Acquisi

Company Voting and Support Agreement dated October 9, 2023

Exhibit 10.1 HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENT This HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Support Agreement”), is entered into by and among Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liabi

Form of Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (collectively the “Investors”, and each an “Investor”). WHEREAS, the Company entered into tha

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 October 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) (Commiss

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) 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 inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PLUTONIAN ACQUISITION CORP. (Exact Name of Registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

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

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 contain

Amendment to the Amended and Restated Certificate of Incorporation of Plutonian Acquisition Corp. dated August 8, 2023

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 Offi

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PLUTONIAN ACQUISITION CORP. (Exact Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41554 PLUTONIAN ACQUISITION CORP. (Ex

Description of Securities

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Plutonian Corp. (“we,” “our,” “us” or the “Company”) had the following three securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share of comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41554 CUSIP NUMBER 72942P 203 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

JOINT FILING AGREEMENT

EX-99.1 2 d341341dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. 72942P203 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Plutonian Acquisition Corp. dated as of February 14, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on beha

Harraden Circle Investments, LLC - SC 13G/A

SC 13G/A 1 d341341dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Plutonian Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72942P203 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S

Plutonian Investments LLC - SCHEDULE 13G

SC 13G 1 ea173457-13ginvestplutonian.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Plutonian Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 per share (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PLUTONIAN ACQUISITION CORP. (Exact Name of Registr

Letter from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated December 22, 2022.

EX-16.1 2 ea170594ex16-1plutonian.htm LETTER FROM FRIEDMAN LLPLETTER FROM FRIEDMAN LLP Exhibit 16.1 December 22, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Plutonian Acquisition Corp. under Item 4.01 of its Form 8-K dated December 16, 2022. We agree with the statements concerning our firm in such Form 8-K;

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 December 16, 2022 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) (Commi

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 15, 2022 Date of Report (Date of earliest event reported) Plutonian Acquis

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 15, 2022 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) (Commi

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Plutonian Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Plutoni

Harraden Circle Investments, LLC - SCHEDULE 13G

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Plutonian Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72942P203 (CUSIP Number) November 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

JOINT FILING AGREEMENT

EX-99.1 2 d410264dex991.htm EXHIBIT 1 SCHEDULE 13G CUSIP No. 72942P203 Page 1 1 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Plutonian Acquisition Corp. dated as of November 18,2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on be

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 ea168807-8kplutonian.htm CURRENT REPORT 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, 2022 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 o

Warrants Agreement, dated November 9, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 4.2 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of November 9, 2022 between Plutonian Acquisition Corp., a Delaware corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New

Rights Agreement, dated November 9, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of November 9, 2022 between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is engaged in a p

Registration Rights Agreement, dated November 9, 2022, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 9, 2022, by and among Plutonian Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desir

Stock Escrow Agreement, dated November 9, 2022, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of November 9, 2022 (this “Agreement”), by and among PLUTONIAN ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the C

Letter Agreements, dated November 9, 2022, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 10.1 November 9, 2022 Plutonian Acquisition Corp. c/o Plutonian Investments LLC 1441 Broadway 3rd, 5th & 6th Floors New York, NY 10018 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Attn: Jim Campbell Re: Initial Public Offering Ladies and Gentlemen: This letter agreement is being delivered to you in accordance with the Underwriting Agre

Underwriting Agreement, dated November 9, 2022, by and between the Registrant and EF Hutton (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 1.1 PLUTONIAN ACQUISITION CORP. UNDERWRITING AGREEMENT November 9, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Plutonian Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchm

Indemnity Agreements, dated November 9, 2022, among the Registrant, and the directors and officers of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of November 9, 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Robert M. Annis (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they

Investment Management Trust Agreement, dated November 9, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 9, 2022 by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, New York, New York 10004 (the “Trustee

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 15, 2022)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLUTONIAN ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law 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 Corporation?

Subscription Agreement, dated November 9, 2022, by and between the Company and Plutonian Investments LLC

Exhibit 10.6 PLUTONIAN ACQUISITION CORP. PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this 9th day of November, 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 1441 Broadway 3rd, 5th & 6th Floors, New York, New York 10018 and Pluto

$50,000,000 Plutonian Acquisition Corp. 5,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-267742 $50,000,000 Plutonian Acquisition Corp. 5,000,000 Units Plutonian Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We hav

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Plutonian Acquisition Corp. (Exact Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Plutonian Acquisition Corp.

EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022

CORRESP 1 filename1.htm EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022 November 7, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Brigitte Lippmann Isabel Rivera Isaac Esquivel Eric McPhee Re: Plutonian Acquisition Corp. Registration Statement on F

Plutonian Acquisition Corp. 1441 Broadway 3rd, 5th & 6th Floors New York NY 10018

Plutonian Acquisition Corp. 1441 Broadway 3rd, 5th & 6th Floors New York NY 10018 November 7, 2022 VIA EDGAR & TELECOPY Isabel Rivera Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Plutonian Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333-267742) (the ?Registra

Form of Stock Escrow Agreement by and among the Registrant, the Insiders and Continental Stock Transfer & Trust Company

EX-10.3 3 fs12022a1ex10-3plutonian.htm FORM OF STOCK ESCROW AGREEMENT BY AND AMONG THE REGISTRANT, THE INSIDERS AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (this “Agreement”), by and among PLUTONIAN ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages h

October 14, 2022

Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 o: 212.

As filed with the Securities and Exchange Commission on October 14, 2022

As filed with the Securities and Exchange Commission on October 14, 2022 Registration No.

October 14, 2022

Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 o: 212.

Certificate of Incorporation

EX-3.1 3 fs12022ex3-1plutonian.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION State of Delaware Secretary of State Division of Corporations Delivered 12:17 PM 03/11/2021 FILED 12:17 PM 03/11/2021 SR 20210873927 - File Number 5461819 ARTICLE I. The name of this Corporation is PLUTONIAN ACQUISITION CORP. ARTICLE II. Its registered offi

Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on October 14, 2022)

EX-3.4 6 fs12022ex3-4plutonian.htm BYLAWS Exhibit 3.4 BY-LAWS OF Plutonian Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the S

Power of Attorney (included on the signature page hereto)

As filed with the Securities and Exchange Commission on October 4, 2022 Registration No.

Form of Amended and Restated Certificate of Incorporation

EX-3.3 5 fs12022ex3-3plutonian.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLUTONIAN ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Plutonian Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies

Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-4.6 13 fs12022ex4-6plutonian.htm FORM OF WARRANT AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.6 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Plutonian Acquisition Corp., a Delaware corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the “Company”), and Continental

Form of Audit Committee Charter

EX-99.1 23 fs12022ex99-1plutonian.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Plutonian Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committ

Form of Stock Escrow Agreement by and among the Registrant, the Insiders and Continental Stock Transfer & Trust Company

EX-10.3 17 fs12022ex10-3plutonian.htm FORM OF STOCK ESCROW AGREEMENT BY AND AMONG THE REGISTRANT, THE INSIDERS AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (“Agreement”), by and among PLUTONIAN ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on October 14, 2022)

EX-3.5 7 fs12022ex3-5plutonian.htm FORM OF AMENDED AND RESTATED BYLAWS Exhibit 3.5 AMENDED AND RESTATED BY-LAWS OF PLUTONIAN Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices

Form of Compensation Committee Charter

Exhibit 99.3 COMPENSATION COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Compensation Committee of the Board of Directors (the ?Board?) of Plutonian Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Compensation Committee takes an action, it shall exercise its indepen

Certificate of Amendment

EX-3.2 4 fs12022ex3-2plutonian.htm CERTIFICATE OF AMENDMENT Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PLUTONIAN ACQUISITION CORP. Plutonian Acquisition Corp., a Delaware corporation (the “Corporation”), does hereby certify that: First: That the sole director of the Corporation by written consent dated as of February 20, 2022, adopted resolutions sett

Specimen Unit Certificate

EX-4.1 8 fs12022ex4-1plutonian.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER PLTNU UNITS PLUTONIAN ACQUISITION CORP. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [*] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT, AND ONE RIGHT TO RECEIVE ONE-SIXTH (1/6) OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of co

Specimen Common Stock Certificate

EX-4.2 9 fs12022ex4-2plutonian.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER PLTN   SHARES   PLUTONIAN ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK       SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that   CUSIP [*] is the owner of       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF   PLUTONIAN A

Specimen Warrants Certificate

EX-4.4 11 fs12022ex4-4plutonian.htm SPECIMEN WARRANTS CERTIFICATE Exhibit 4.4 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) PLUTONIAN ACQUISITION CORP. CUSIP [*] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registe

Form of Nominating Committee Charter

Exhibit 99.2 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Plutonian Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Commi

Specimen Rights Certificate

EX-4.3 10 fs12022ex4-3plutonian.htm SPECIMEN RIGHTS CERTIFICATE Exhibit 4.3 NUMBER PLTNR RIGHTS PLUTONIAN ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [*] THIS CERTIFIES THAT, for value received, Is the registered holder of a right or rights (each, a “Right”) to automatically receive one-sixth (1/6) of one share of common st

Code of Ethics

Exhibit 14 CODE OF CONDUCT AND ETHICS OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The Board of Directors of Plutonian Acquisition Corp. (the ?Company?) has adopted this Code of Ethics (this ?Code?) to provide value for our stockholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? To prompt full, fair, accurate, tim

Form of Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-10.2 16 fs12022ex10-2plutonian.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2022 by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Cont

Form of Letter Agreement among the Registrant, the Representative and the Registrant’s Sponsor and Officers and Directors

Exhibit 10.1 [*], 2022 Plutonian Acquisition Corp. c/o Plutonian Investments LLC 1441 Broadway 3rd, 5th & 6th Floors New York, NY 10018 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Attn: Jim Campbell Re: Initial Public Offering Ladies and Gentlemen: This letter agreement is being delivered to you in accordance with the Underwriting Agreement (

Form of Indemnity Agreement

EX-10.5 19 fs12022ex10-5plutonian.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, off

Form of Subscription Agreement between the Registrant and Sponsor for Private Units

EX-10.6 20 fs12022ex10-6plutonian.htm FORM OF SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND SPONSOR FOR PRIVATE UNITS Exhibit 10.6 PLUTONIAN ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Compan

Form of Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-4.5 12 fs12022ex4-5plutonian.htm FORM OF RIGHTS AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, w

Filing Fee Table

EX-FILING FEES 26 fs12022ex-feeplutonian.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Plutonian Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1)

Form of Underwriting Agreement

EX-1.1 2 fs12022ex1-1plutonian.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 PLUTONIAN ACQUISITION CORP. UNDERWRITING AGREEMENT [], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Plutonian Acquisition Corp., a Delaware corporation (the “Company”), hereby

Form of Registration Rights Agreement by and between the Registrant and Insiders

EX-10.4 18 fs12022ex10-4plutonian.htm FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE REGISTRANT AND INSIDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], 2022, by and among Plutonian Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature pa

Confidentially submitted to the U.S. Securities and Exchange Commission on August 10, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly con

Confidentially submitted to the U.S. Securities and Exchange Commission on August 10, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECU

2

DRSLTR 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 o: 212.999.5800 f: 212.999.5801 August 10, 2022 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Brigitte Lippmann Austin Wood Isaac Esquivel Eric McPhee Re: Pluto

Confidentially submitted to the U.S. Securities and Exchange Commission on July 5, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

DRS/A 1 filename1.htm Confidentially submitted to the U.S. Securities and Exchange Commission on July 5, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATE

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Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 o: 212.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [___], 2022

EX-99.2 7 filename7.htm Exhibit 99.2 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Plutonian Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Chart

BY-LAWS OF Plutonian Acquisition Corp. ARTICLE I OFFICES

EX-3.4 4 filename4.htm Exhibit 3.4 BY-LAWS OF Plutonian Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as

Confidentially submitted to the U.S. Securities and Exchange Commission on May 19, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

Confidentially submitted to the U.S. Securities and Exchange Commission on May 19, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURIT

STATE OF DELAWARE CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION PLUTONIAN ACQUISITION CORP.

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PLUTONIAN ACQUISITION CORP. Plutonian Acquisition Corp., a Delaware corporation (the “Corporation”), does hereby certify that: First: That the sole director of the Corporation by written consent dated as of February 20, 2022, adopted resolutions setting forth a proposed amendment to the Certificate of Incorpo

COMPENSATION COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [___], 2022

EX-99.3 8 filename8.htm Exhibit 99.3 COMPENSATION COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Plutonian Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it sh

AUDIT COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [___], 2022

EX-99.1 6 filename6.htm Exhibit 99.1 AUDIT COMMITTEE CHARTER OF PLUTONIAN ACQUISITION CORP. Adopted: [], 2022 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Plutonian Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its inde

WARRANT AGREEMENT

EX-4.4 5 filename5.htm Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Plutonian Acquisition Corp., a Delaware corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brook

STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION

EX-3.1 2 filename2.htm Exhibit 3.1 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION State of Delaware Secretary of State Division of Corporations Delivered 12:17 PM 03/11/2021 FILED 12:17 PM 03/11/2021 SR 20210873927 - File Number 5461819 ARTICLE I. The name of this Corporation is PLUTONIAN ACQUISITION CORP. ARTICLE II. Its registered office in the State of Delaware is to be loca