Form 8-A12B Plutonian Acquisition
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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 II |
| (Exact Name of Registrant as Specified in its Charter) |
| Cayman Islands |
| N/A |
| (State of Incorporation |
| (I.R.S. Employer |
| or Organization) |
| Identification No.) |
1216 Broadway
New York, NY 10001
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
| Name of Each Exchange on Which Each Class is to be Registered |
| Units, each consisting of one Class A Ordinary Share and one right entitling the holder to one-fourth of one Class A Ordinary Share Class A Ordinary Shares, par value $0.0001 per share Rights, each entitling the holder to receive one-fourth of one Class A Ordinary Share |
| The New York Stock Exchange LLC The New York Stock Exchange LLC The New York Stock Exchange LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-293531.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and rights to receive one-fourth of one Class A ordinary shares of Plutonian Acquisition Corp II, a Cayman Islands exempted company (the “Registrant”). The description of the units (each consisting of one Class A ordinary share, $0.0001 par value per share and one right), the Class A ordinary shares and the rights of Registrant, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “Commission”) on February 17, 2026 (Registration No. 333-293531), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, the above-referenced description included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, or any prospectus supplement shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The New York Stock Exchange LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
| 2 |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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| PLUTONIAN ACQUISITION CORP II |
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| Date: April 27, 2026 | By: | /s/ Wei Kwang Ng |
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| Name: | Wei Kwang Ng |
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| Title: | Chief Executive Officer and Director |
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