Plutonian Acquisition Corp. II (PLUNU) has entered into a definitive agreement to acquire NT1 Pty Ltd, an Australian proprietary limited company, in a business combination valued at $500 million.
The transaction, announced on September 3, 2026, involves the issuance of 50,000,000 Purchaser Shares to the shareholders of NT1 in exchange for all of the company's issued and outstanding shares. This exchange consideration is valued at $10.00 per Purchaser Share.
Upon the closing of the transaction, a newly formed entity named Purchaser will merge with and into Plutonian II. As a result, Plutonian II will become a wholly owned subsidiary of Purchaser. The merger will convert each outstanding ordinary share of Plutonian II into the right to receive one Purchaser Share.
Following the closing, Purchaser’s board of directors will consist of five directors, including at least three independent directors. The Sponsor will designate one director, and NT1 will designate the remaining directors. Additionally, Purchaser will adopt an equity incentive plan reserving a pool of not more than 10% of its fully diluted capitalization.
The transaction is subject to customary closing conditions, including the receipt of Plutonian II shareholder approval, expiration of the Hart-Scott-Rodino waiting period, and completion of required filings under the Australian Foreign Acquisitions and Takeovers Act 1975, including any required FIRB approval.
If the agreement is terminated due to a material breach by one party, the breaching party must pay the terminating party a breakup fee of $500,000, plus reasonable transaction expenses.
