EXHIBIT 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
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| F-2 | |
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| F-3 |
| F-1 |
| Table of Contents |
UNAUDITED PRO FORMA BALANCE SHEET
May 5, 2026
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| April 29, 2026 |
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| Pro Forma Adjustments |
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| As Adjusted |
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| (Unaudited) |
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| (Unaudited) |
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| Assets |
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| Current Assets |
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| Cash |
| $ | 7,647 |
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| $ | 559,039 | (a) |
| $ | 566,756 |
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| 70 | (g) |
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| Prepaid expenses |
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| 5,000 |
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| - |
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| 5,000 |
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| Due from related party |
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| 559,039 |
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| (559,039 | )(a) |
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| - |
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| Total Current Assets |
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| 571,686 |
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| 70 |
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| 571,756 |
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| Cash and investments held in Trust Account |
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| 100,500,000 |
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| 7,500,000 | (b) |
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| 108,095,414 |
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| 37,500 | (c) |
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| 57,914 | (f) |
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| Deferred offering costs |
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| - |
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| 40,500 | (e) |
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| - |
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| 36,562 | (i) |
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| (77,062 | )(j) |
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| Total Assets |
| $ | 101,071,686 |
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| $ | 7,595,483 |
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| $ | 108,667,170 |
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| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
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| Current Liabilities |
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| Accounts payable and accrued expenses |
| $ | 35,555 |
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| $ | 2,000 | (g) |
| $ | 37,555 |
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| Over-allotment option liability |
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| 135,060 |
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| (135,060 | )(h) |
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| - |
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| Total Current Liabilities |
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| 170,615 |
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| (133,060 | ) |
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| 37,555 |
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| Total Liabilities |
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| 170,615 |
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| (133,060 | ) |
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| 37,555 |
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| Commitments and Contingencies (Note 6) |
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| Class A ordinary shares subject to possible redemption, $0.0001 par value, 480,000,000 shares authorized, 10,000,000 shares and 10,750,000 shares at redemption value of $10.05 per share, as actual and adjusted, respectively |
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| 100,500,000 |
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| 7,500,000 | (b) |
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| 108,095,414 |
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| 37,500 | (d) |
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| 57,914 | (f) |
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| Shareholders’ Equity: |
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| Preferred shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding |
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| - |
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| - |
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| - |
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| Class A ordinary shares, $0.0001 par value, 602,500 shares and 633,737 shares issued and outstanding (excluding 10,000,000 shares and 10,750,000 shares subject to possible redemption) as actual and adjusted, respectively |
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| 60 |
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| 0.40 | (c) |
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| 63 |
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| 0.40 | (e) |
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| 2 | (i) |
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| Class B ordinary shares, $0.0001 par value, 10,000,000 shares authorized, 2,875,000 shares and 2,687,500 shares issued and outstanding(1) (excluding 10,000,000 shares and 10,750,000 shares subject to possible redemption) as actual and adjusted, respectively |
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| 287 |
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| (19 | )(k) |
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| 268 |
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| Additional paid-in capital |
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| 525,889 |
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| 37,499.60 | (c) |
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| 603,051 |
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| (37,500 | )(d) |
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| (57,914 | )(f) |
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| 40,499.60 | (e) |
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| 135,060 | (h) |
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| 36,560 | (i) |
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| (77,062 | )(j) |
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| 19 | (k) |
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| Accumulated deficit |
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| (125,165 | ) |
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| 57,914 | (f) |
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| (69,182 | ) |
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| (2,000 | )(g) |
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| 70 | (g) |
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| Total Shareholders’ Equity |
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| 401,071 |
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| 133,130 |
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| 534,201 |
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| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
| $ | 101,071,686 |
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| $ | 7,595,483 |
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| $ | 108,667,170 |
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| (1) | On May 4, 2026, the Company entered into a Side Letter Agreement waiving any right to exercise the remaining 750,000 over-allotment units. As a result, no class B ordinary shares were subject to forfeiture. |
The accompany notes are an integral part of the unaudited pro forma financial statement.
| F-2 |
| Table of Contents |
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Plutonian Acquisition Corp II (the “Company”) as of April 29, 2026, adjusted for the closing of the underwriters’ partial exercise of the over-allotment option and related transactions which occurred on May 5, 2026 as described below.
On April 29, 2026, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Plutonian Capital II LLC (the “Sponsor”), purchased 210,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,100,000.
The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On April 29, 2026, the underwriters notified the Company of their partial exercise of the over-allotment option to purchase 750,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 5, 2026, generating total gross proceeds of $7,500,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 7,800 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $78,000.
A total of $108,037,500 ($10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on April 29, 2026 and May 5, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
| F-3 |
| Table of Contents |
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries |
| Debit |
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| Credit |
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| (a) |
| Cash |
| $ | 559,039 |
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| Due from related party |
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| $ | 559,039 |
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| To record the deposit of Net proceeds from sale of Private Placement Units to sponsor IPO proceeds from the sponsor |
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| (b) |
| Cash and investments held in Trust Account |
| $ | 7,500,000 |
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| Class A ordinary share subject to possible redemption |
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| $ | 7,500,000 |
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| To record the sale of 750,000 Option Units at $10.00 per Unit |
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| (c) |
| Cash and investments held in Trust Account |
| $ | 37,500 |
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| Class A ordinary shares (not redeemable) |
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| $ | 0.40 |
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| Additional paid-in capital |
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| $ | 37,499.60 |
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| To record the sale of 3,750 Private Placement Units at $10.00 per Unit |
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| (d) |
| Additional paid-in capital |
| $ | 37,500 |
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| Ordinary share subject to possible redemption |
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| $ | 37,500 |
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| Sponsor contribution of $0.05 per unit on 750,000 units (trust overfunding) -reclass to temporary equity |
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| (e) |
| Deferred offering costs |
| $ | 40,500 |
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| Class A ordinary shares (not redeemable) |
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| $ | 0.40 |
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| Additional paid-in capital |
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| $ | 40,499.60 |
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| To record the sale of 4,050 Private Placement Units at $10.00 per Unit to pay underwriting commission (0.54% of sale of Option Units proceeds) |
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| (f) |
| Cash and investments held in Trust Account |
| $ | 57,914 |
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| Interest earned in investments held in Trust Account |
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| $ | 57,914 |
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| Additional paid-in capital |
| $ | 57,914 |
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| Ordinary share subject to possible redemption |
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| $ | 57,914 |
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| To record interest earned in Trust Account and to reclass interest income to temporary equity |
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| (g) |
| Cash |
| $ | 70 |
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| Interest income - bank |
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| $ | 70 |
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| Administrative service expense |
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| 2,000 |
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| Accounts payable and accrued expenses |
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| $ | 2,000 |
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| To record bank interest income and accrued expenses |
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| (h) |
| Over-allotment liability |
| $ | 135,060 |
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| Additional paid-in capital |
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| $ | 135,060 |
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| To reverse over-allotment option liability |
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| (i) |
| Deferred offering costs |
| $ | 36,562 |
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| Class A ordinary shares (not redeemable) |
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| $ | 2 |
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| Additional paid-in capital |
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| 36,560 |
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| To record issuance of 23,437 representative shares to underwriter at an estimated fair value |
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| (j) |
| Additional paid-in capital |
| $ | 77,062 |
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| Deferred offering costs |
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| $ | 77,062 |
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| To record the charge of deferred offering costs to APIC |
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| (k) |
| Class B ordinary shares |
| $ | 19 |
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| Additional paid-in capital |
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| $ | 19 |
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| To record forfeiture of 187,500 Class B ordinary shares per the Side Letter Agreement |
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| F-4 |