PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED ~~JULY 12, 2023~~[●], 2024

~~TO THE STOCKHOLDERS OF PLUTONIAN ACQUISITION CORP.~~To the Stockholders of Plutonian Acquisition Corp.:

You are cordially invited to attend the ~~special~~annual meeting (the “~~special~~annual meeting”) of stockholders of Plutonian Acquisition Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”), to be held on [●], 2024 at [●]~~, on [●~~ [a.m. / p.m.]~~, 2023.~~ Eastern time. The ~~special~~annual meeting will be held virtually at [●]. At the ~~special~~annual meeting, the stockholders will consider and vote upon the following proposals:

Each of the ~~Extension Amendment~~Director Proposal and the ~~Trust Amendment~~Auditor Proposal (together, the “Proposals”) and the Adjournment Proposal isare more fully described in the accompanying proxy statement. ~~The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [●]. Please see “~~~~Questions and Answers about the Special Meeting — How do I attend the special meeting?~~~~” for more information.~~

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.~~

The ~~Company’s currently effective charter provides that the Company has the right to extend the period to complete a business combination (the “~~~~Combination Period~~”) nine times by an additional month each time (for a total of 18 months to complete a business combination). Under the current charter, in order to extend the time available for the Company to consummate a business combination without the need for a separate stockholder vote under the charter, Plutonian Investments LLC (the “~~Sponsor~~”) or its affiliate or designees must deposit into the trust account $189,750 ($0.033033 per public share) on or prior to the date of each applicable deadline. Given the current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $189,750 required for each one-month extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting.

The Extension Amendment and the Trust Amendment will provide the Company with additional time to complete a business combination. While we are currently in discussions with respect to a business combination, the Company’s board of directors (the “~~Board~~”) currently believes that there will not be sufficient time before August 15, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete an initial business combination. Accordingly, our Board has determined that the Extension is necessary in order to be able to consummate an initial business combination and believes that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

~~Each of the Company, Plutonian Investments LLC or any of their respective affiliates (the “~~~~Contributors~~”) have agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, they will deposit to the trust account $150,000 for each three-month Extension (approximately $0.026 per share assuming no redemptions), up to four times till August 15, 2024 (each being referred to herein as a “~~Contribution~~”). Each Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven by the Contributors if the Company is unable to consummate its initial business combination except to the extent of any funds held outside of the trust account. If the Company extends the time to complete a business combination to August 15, 2024, the Contributors would make aggregate Contributions in the amount of $600,000, or approximately $0.104 per share assuming no redemptions.

The Company will have the sole discretion whether to continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue extending for an additional period, any obligation to make additional Contributions will terminate. If this occurs, or if the Company’s Board otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional Extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.

~~The affirmative vote of at least a majority of then Company’s outstanding common stock, par value $0.0001 per share, held by the Company’s public stockholders (the “~~~~public shares~~~~”), and the outstanding common stock, par value $0.0001 per share, held by the Company’s initial stockholders (the “~~~~founder shares~~~~” and, together with the public shares, the “~~~~common stock~~”), present and entitled to vote at the meeting, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

~~Our~~ Board has fixed the close of business on ~~July 12, 2023~~[●], 2024 as the ~~record~~ date for determining ~~the Company’s~~our stockholders entitled to receive notice of and vote at the ~~special~~annual meeting and any adjournment thereof. Only holders of record of ~~the Company’s~~our common stock on that date are entitled to have their votes counted at the ~~special~~annual meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

~~In connection with the Extension Amendment Proposal, holders of public shares (“~~~~public stockholders~~”) may elect to redeem their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares (the “~~Election~~”), regardless of whether such public stockholders vote on the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at the time of the special meeting (based on the trust account balance as of [●], 2023, including interest and prior to the payment of taxes). The closing price of the Company’s common stock on The Nasdaq Capital Market on [●], 2023, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, including the warrants and rights included in the units sold in the IPO (the “~~public warrants~~~~” and “~~~~public rights~~~~” respectively), which will expire worthless in the event the Company winds up.~~

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, ~~our~~the Board has determined that the ~~Extension Amendment Proposal, the Trust Amendment~~Director Proposal and ~~if presented,~~ the ~~Adjournment~~Auditor Proposal are fair to and in the best interests of our Company and our stockholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” them. In addition, the ~~Extension Amendment Proposal, the Trust Amendment Proposal and, if presented,~~Board recommends that you vote “FOR” the Adjournment ~~Proposal.~~Proposal if the Adjournment Proposal is presented.

Under Delaware law and our bylaws, no other business may be transacted at the annual meeting.

Enclosed is the proxy statement containing detailed information concerning each of the ~~Extension Amendment Proposal, the Trust Amendment Proposal~~proposals and the ~~Adjournment Proposal and the special~~annual meeting. Whether or not you plan to attend the ~~special~~annual meeting, ~~the Company urges~~we urge you to read this material carefully and vote your shares.

Your vote is important. ~~If you are a stockholder of record, please~~Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the ~~special~~annual meeting. If you are a stockholder of record, you may also cast your vote virtually at the ~~special~~annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the ~~special~~annual meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the ~~Extension Amendment~~Proposals. With respect to the Adjournment Proposal, ~~and the Trust Amendment Proposal, and an abstention~~abstentions will have the same effect as ~~voting against the Extension Amendment Proposal~~“AGAINST” votes and ~~the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but~~broker non-votes will have no effect on the ~~outcome~~approval of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the ~~Special~~Annual Meeting of Stockholders to be held on [●[●], ~~2023:~~2024: This notice of meeting, ~~and the~~ accompanying proxy statement and proxy card are available at [●].

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES, PUBLIC WARRANTS AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [●], 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR SHARES OF COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

~~The special~~You are cordially invited to attend the annual meeting (the “annual meeting”) of stockholders ~~(the “special meeting”)~~ of Plutonian Acquisition Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”)~~, will~~ to be held on [●], 2024 at [●]~~, on [●~~ [a.m. / p.m.]~~, 2023.~~ Eastern time. The ~~special~~annual meeting will be held virtually at [●]. At the ~~special~~annual meeting, the stockholders will consider and vote upon the following proposals:

The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal, and, if necessary the Adjournment Proposal, is more fully described herein. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [●]. Please see “~~Questions and Answers about the Special Meeting — How do I attend the special meeting?~~~~” for more information.~~

~~The Company’s currently effective charter provides that the Company has the right to extend the period to complete a business combination (the “~~~~Combination Period~~”) nine times by an additional month each time (for a total of 18 months to complete a business combination). Under the current charter, in order to extend the time available for the Company to consummate a business combination without the need for a separate stockholder vote under the charter, Plutonian Investments LLC (the “~~Sponsor~~”) or its affiliate or designees must deposit into the trust account $189,750 ($0.033 per public share) on or prior to the date of each applicable deadline. Given the current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $189,750 required for each one-month extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting.

The Extension Amendment and the Trust Amendment will provide the Company with additional time to complete a business combination. While we are currently in discussions with respect to a business combination, the Company’s board of directors (the “~~Board~~”) currently believes that there will not be sufficient time before August 15, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete an initial business combination. Accordingly, our board has determined that the Extension is necessary in order to be able to consummate an initial business combination and believes that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

Each of the ~~Company, Plutonian Investments LLC or any of their respective affiliates (the “~~~~Contributors~~~~”) have agreed that if the Extension Amendment~~Director Proposal and the ~~Trust Amendment~~Auditor Proposal are approved, they will deposit to the trust account $150,000 for each three-month Extension (approximately $0.026 per share assuming no redemptions), up to four times till August 15, 2024 (each being referred to herein as a “~~Contribution~~”). Each Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven by the Contributors if the Company is unable to consummate its initial business combination except to the extent of any funds held outside of the trust account. If the Company extends the time to complete a business combination to August 15, 2024, the Contributors would make aggregate Contributions in the amount of $600,000, or approximately $0.104 per share assuming no redemptions.

~~The affirmative vote of at least a majority of then Company’s outstanding common stock, par value $0.0001 per share, held by the Company’s public stockholders (the “~~~~public shares~~~~”), and the outstanding common stock, par value $0.0001 per share, held by the Company’s initial stockholders (the “~~~~founder shares~~~~” and, together with the public shares,~~(together, the “~~common stock~~Proposals”)~~, present~~ and entitled to vote at the meeting, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Adjournment Proposal ~~requires the affirmative vote of the majority of the votes cast by stockholders represented~~are more fully described in ~~person (including virtually) or by proxy at the special meeting.~~

~~Our Board has fixed the close of business on July 12, 2023 as the record date for determining~~ the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

~~In connection with the Extension Amendment Proposal, holders of public shares (“~~~~public stockholders~~”) may elect to redeem their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with the IPO (the “~~trust account~~”) as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares (the “~~Election~~”), regardless of whether such public stockholders vote on the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.proxy statement.

The ~~withdrawal of funds from~~record date for the trust account in connection with the Election will reduce the amount held in the trust account following the Election, and the amount remaining in the trust account after such withdrawal may be only a fraction of the $[●] (including interest but prior to the payment of taxes) that was in the trust account as ofannual meeting is [●], 2023. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. The Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at the time of the special meeting (based on the trust account balance as of [●], 2023, including interest and prior to the payment of taxes). The closing price of the Company’s common stock on The Nasdaq Capital Market (the “~~NASDAQ~~”) on [●], 2023, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless in the event the Company winds up.

~~Plutonian Investments LLC, a Delaware limited liability company (the “~~~~Sponsor~~”), has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.175 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, we cannot assure that the Sponsor would be able to satisfy those obligations.

~~Under the Delaware General Corporation Law (the “~~~~DGCL~~”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

~~If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “~~~~Withdrawal Amount~~”) equal to the number of public shares properly redeemed multiplied by the per share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares and (ii) deliver to the2024. Record holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

Our Board has fixed the close of business on July 12, 2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the special meeting. Only record holders of the Company’sour common stock at the close of business on the record date are entitled to vote or have their votes cast at the ~~special~~annual meeting. On the record date, there were ~~7,511,125~~[5,000,767] outstanding shares of common ~~stock entitled to vote on the Extension Amendment Proposal~~stock. Our warrants and ~~the Trust Amendment Proposal. The Company’s~~ rights do not have voting ~~rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal or, if presented, the Adjournment Proposal.~~rights.

This proxy statement contains important information about the ~~special~~annual meeting and the ~~proposals to be voted on at the special meeting.~~proposals. Please read it carefully and vote your shares.

This proxy statement is dated [●], 2024 and is first being mailed to stockholders on or about [●], 2024.

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the annual meeting of stockholders to be held on [●], 2024 at [●] [a.m. / p.m.] Eastern time. The annual meeting will be held at [●]. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the annual meeting.

The meeting is being held to satisfy the annual meeting requirements of Nasdaq. Nasdaq Listing Rule 5620(a) requires that we hold an annual meeting of stockholders for the election of directors within 12 months after our fiscal year ended December 31, 2023.

What vote is required to approve each of the proposals and how are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”, “AGAINST” or “WITHHOLD” votes, as well as abstentions and broker non-votes.

Approval of the Director Proposal, the Auditor Proposal and the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented virtually or by proxy and entitled to vote thereon.

With respect to each of the Proposals, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to the stockholders at the annual meeting will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the annual meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your nominee to vote your shares in accordance with directions you provide.

With respect to the Adjournment Proposal, abstentions with respect to this proposal will have the effect of a vote “AGAINST” such proposal. Broker non-votes with respect to this proposal will have no effect on the vote.

If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. None of the Proposals are considered “discretionary” items. We urge you to give voting instructions to your broker on all proposals.

The annual meeting will be held at [●] Eastern time, on [●], 2024, in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders entitled to vote at the annual meeting by visiting [●] and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the annual meeting telephonically by dialing [●] (toll-free within the United States and Canada) or [●] (outside of the United States and Canada, standard rates apply). The pin number for telephone access is [●]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The annual meeting will be held in virtual meeting format only. You will not be able to attend the annual meeting physically.

How do I attend the virtual annual meeting, and will I be able to ask questions?

If you are a registered stockholder, you received a proxy card from Equity Stock Transfer, LLC. The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Equity Stock Transfer, LLC at the phone number or e-mail address below: Tel: (212) 575-5757 Email: proxy@equitystock.com. If you are a registered stockholder, you received a proxy card from Equity Stock Transfer, LLC. The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Equity Stock Transfer, LLC at the phone number or e-mail address below: (212) 575-5757, or email proxy@equitystock.com.

You can pre-register to attend the virtual meeting starting [●], 2024 at [●] Eastern time (five days prior to the date of the annual meeting). Enter the following URL address into your browser: [●], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the annual meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the annual meeting.

Beneficial holders, who own their investments through a bank or broker, will need to contact Equity Stock Transfer, LLC to receive a control number. If you plan to vote at the annual meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Equity Stock Transfer, LLC will issue you a guest control number with proof of ownership. Either way you must contact Equity Stock Transfer, LLC for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the annual meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the annual meeting by dialing [●], within the U.S. and Canada, or [●] (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [●]#. This is listen only, you will not be able to vote or enter questions during the annual meeting.

If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote virtually at the annual meeting or by submitting a proxy for the annual meeting. Whether or not you plan to attend the annual meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the annual meeting and vote virtually if you have already voted by proxy.

If your shares of Company common stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the annual meeting or by voting virtually at the annual meeting. Attendance at the annual meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018, Attn: Corporate Secretary.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a constituent part of our units, are represented virtually or by proxy at the annual meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the annual meeting. Because all of the proposals to be voted on at the annual meeting are expected to be treated as “non-discretionary” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the annual meeting. If there is no quorum, the presiding officer of the annual meeting may adjourn the annual meeting to another date.

Only holders of record of the Company’s common stock, including those shares held as a constituent part of our units, at the close of business on [●], 2024, are entitled to have their vote counted at the annual meeting and any adjournments or postponements thereof. As of the record date, there were [5,000,767] outstanding shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, i.e., Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock.

The Company will pay for the entire cost of soliciting proxies. The Company has engaged FirstCover Proxy (“FirstCover”) to assist in the solicitation of proxies for the annual meeting. The Company has agreed to pay FirstCover its customary fee. The Company will also reimburse FirstCover for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

We will announce preliminary voting results at the annual meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the annual meeting.

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

First Cover Stock Transfer, LLC (for general info)
450 7 Avenue
Suite 905
New York, NY 10123
Tel: (888) 866-0270
Email: proxysupport@firstcover.com

Equity Stock Transfer, LLC (for voting purposes)
237 W 37 Street
Suite 602
New York, NY 10018
Tel: (212) 575-5757
Email: proxy@equitystock.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

This proxy statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’s Quarterly Report on Form 10-Q filed with the SEC on ~~May~~November 15, 2023, in this proxy statement and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this ~~“Forward-Looking Statements”~~“Forward-Looking Statements” section.

~~You should consider carefully all~~We are a blank check company formed under the laws of the ~~risks described~~State of Delaware on March 11, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination. Our efforts to identify a target business will not be limited to a particular industry or geographic region, although we intend to focus our search for a target business on companies engaged in metaverse technologies, tourism and e-commerce related industries in the Asia-Pacific, or APAC, region. We affirmatively exclude as an initial business combination target any company of which financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated through a VIE structure.

We intend to utilize cash derived from the proceeds of the IPO and the private placement of SPAC Private Units, our ~~prospectus~~securities, debt or a combination of cash, securities and debt, in effecting the Business Combination. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

On August 8, 2023, the Company held a special meeting of stockholders, at which the Company’s stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation and (ii) an amendment to the Investment Management Trust Agreement, dated November 9, 2022, by and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our prospectus and other reports we filed with the SEC and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, on or shortly prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering, we will liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”), including companies that do not enter into a definitive agreement within 18 months after the effective date of the registration statement relating to their initial public offerings or that that do not complete an initial business combination within 24 months after such date. We may not be able to complete our initial business combination within 24 months of such date and, as a result, we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock, warrants and rights following such a transaction, and our warrants and rights would expire worthless.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

~~Our sponsor, Plutonian Investments LLC, a Delaware limited liability company, which is controlled by Mr.~~ ~~Guojian Zhang, a PRC resident and a non-U.S. person, currently owns an aggregate of 1,538,625 shares of common stock of~~between the Company ~~(including 266,125 shares underlying the Private Units) or 20.48% of our outstanding shares.~~

Controlling or non-controlling investments in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries - including aviation, defense, semiconductors, telecommunications and ~~biotechnology - are subject to a mandatory filing with the Committee on Foreign Investment in the U.S. (“~~~~CFIUS~~”). In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“~~FIRRMA~~”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $[●] per share (as of the Record Date), and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

~~On November 15, 2022, we consummated our initial public offering (“~~~~IPO~~~~”) of 5,750,000 units at an offering price of $10.00 per unit (the “~~~~Public Units~~~~”), which includes the full exercise of the over-allotment option of 750,000 Public Units issued to EF Hutton, division of Benchmark Investments, LLC (“~~~~EF Hutton~~~~”). Each Public Unit consists of one share of common stock (“~~~~Common Stock~~~~”), one redeemable warrant entitling its holder to purchase one share of Common Stock at a price of $11.50 per whole share (“~~~~Warrant~~~~”), and one right to receive one-sixth (1/6) of a share of Common Stock upon the consummation of an initial business combination (“~~~~Right~~~~”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.~~

~~Simultaneously with the closing of the IPO on November 15, 2022, we consummated a private placement with Plutonian Investments LLC, purchasing 266,125 units at $10.00 per unit (the “~~~~Private Units~~”), generating total proceeds of $2,661,250. The Private Units (and the underlying securities) are identical to the Public Units sold in the IPO, except as otherwise disclosed in the IPO registration statement. No underwriting discounts or commissions were paid with respect to such sale.

A total of $58,506,250 of the net proceeds from the sale of the Public Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on November 15, 2022, were deposited in a trust account with Continental Stock Transfer & Trust Company ~~acting as trustee.~~

The trust account was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earliest of: (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 9 months (or up to 15 months if the Combination Period is extended in accordance with the existing charter) from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within the Combination Period (as defined below). Like most blank check companies, our charter provides for the return of the IPO proceeds held in the trust account to the holders of shares of common stock sold in the IPO if there is no qualifying business combination consummated on or before a certain date (the “~~Combination Period~~”). In our case such certain date is August 15, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter). Our Board has determined that it is in the best interests of the Company to amend the Company’s charter to allow the Company to extend the date toby which the Company must consummate a business combination, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 ~~in order to allow~~(the date that is 21 months from the ~~Company more time to complete a business combination. Therefore,~~closing date of the Company’s initial public offering of units).

In connection with the stockholders’ vote at the special meeting, an aggregate of 2,510,358 shares with redemption value of approximately $26,244,894 (or $10.45 per share) of the Company’s common stock were tendered for redemption.

The mailing address of our ~~Board~~principal executive office is ~~submitting~~1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018. Our telephone number at such address is (646) 969-0946.

The annual meeting will be held at [●], on [●], 2024. The annual meeting will be held virtually, at [●]. At the ~~proposals described in this proxy statement for~~annual meeting, the stockholders towill consider and vote ~~upon.~~

~~You are being asked to vote on each of~~upon the ~~Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The proposals are listed below:~~following proposals:

~~What are the purposes of the Extension Amendment and the Trust Amendment?~~

~~The Company’s currently effective charter provides that~~You will be entitled to vote or direct votes to be cast at the ~~Company has~~annual meeting, if you owned shares of our common stock at the ~~right to extend~~close of business on [●], 2024, the ~~period to complete a business combination nine times by an additional month each time (for a total of 18 months to complete a business combination). In order to extend the time available~~record date for the ~~Company to consummate a business combination without the need for a separate stockholder~~annual meeting. You will have one vote ~~under the charter, the Sponsor or its affiliate or designees must deposit into the Trust Account $189,750 ($0.033~~ per ~~public share) on or prior to the date of the applicable deadline. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $189,750 required~~proposal for each ~~one-month extension under~~share you owned at that time. Our warrants and rights do not carry voting rights. At the ~~existing charter. The Company expects that~~close of business on the record date, there ~~will be significant redemptions at the special meeting.~~were [5,000,767] shares of common stock outstanding, each of which entitles its holder to cast one vote per share.

The Extension Amendment and the Trust Amendment will provide the Company with additional time to complete a business combination. While we are currently in discussions with respect to a business combination, the Company’s board of directors (the “~~Board~~Votes Required”) currently believes that there will not be sufficient time before August 15, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete an initial business combination. Accordingly, our Board has determined that the Extension is necessary in order to be able to consummate an initial business combination and believes that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

Approval of the ~~Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.~~

If the Extension is implemented, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating a business combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the trust account may be only a fraction of the $[●] (including interest and prior to the payment of pay taxes) that was in the trust account as of [●], 2023. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. The Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless if we fail to complete an initial business combination within the Combination Period.

The Adjournment Proposal will be presented at the special meeting only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

~~Why is the Company proposing the Extension Amendment~~Director Proposal, the ~~Trust Amendment~~Auditor Proposal and ~~the Adjournment Proposal?~~

The Company’s charter provides that the Company has the right to extend the period to complete a business combination nine times by an additional month each time (for a total of 18 months to complete a business combination). In order to extend the time available for the Company to consummate a business combination without the need for a separate stockholder vote under the charter, the Sponsor or its affiliate or designees must deposit into the Trust Account $189,750 ($0.033 per public share) on or prior to the date of the applicable deadline. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $189,750 required for each one-month extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting.

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on any proposed business combination when and if one is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

~~Why should I vote for the Extension Amendment Proposal and the Trust Amendment Proposal?~~

Our charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete a business combination within the Combination Period, the Company will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. This charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. The Company also believes, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances warrant providing those who believe they might find a business combination to be an attractive investment with an opportunity to consider such transaction.

The Trust Agreement provides that if a business combination has not been consummated, upon the date which is 9 months (or up to 15 months if the Combination Period is extended in accordance with the terms of the existing charter) after the closing of the IPO, the trust account is to be liquidated and its proceeds are to be distributed to the Company’s public stockholders of record as of such date, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes. The purpose of the Trust Amendment is to amend the Trust Agreement to extend the liquidation date of the trust account, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 to match the Company’s charter if the Extension Amendment is approved.

~~Our Board recommends that you vote in favor of the Extension Amendment Proposal and the Trust Amendment Proposal but expresses no opinion as to whether you should redeem your public shares.~~

If the Adjournment Proposal is presented and not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

~~When would the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal?~~

Our Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and the Trust Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

~~The Company’s initial stockholders (the “~~~~initial stockholders~~~~”) and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of all proposals.~~

The initial stockholders are not entitled to redeem the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled to vote 1,437,500 founder shares and 266,125 shares of common stock underlying the Private Units, which together represents 22.68% of the Company’s issued and outstanding common stock.

In addition, the Company’s initial stockholders or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to or following the special meeting, although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment Proposal and Trust Amendment Proposal and elected to redeem their shares for a portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal and Trust Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act~~~~”).~~

~~Does the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal?~~

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.

~~What vote is required to adopt the Extension Amendment Proposal and the Trust Amendment Proposal?~~

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least a majority of the Company’s outstanding shares of common stock, present and entitled to vote at the meeting, including those shares held as a constituent part of our units, on the record date.

If the Extension Amendment Proposal and Trust Amendment Proposal are approved, any holder of public shares may redeem all or a portion of their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares.

~~If presented,~~ the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented ~~in person (including virtually)~~virtually or by proxy ~~at the special meeting.~~

~~What happens if I sell my public shares or units before the special meeting?~~

The July 12, 2023 record date is earlier than the date of the special meeting. If you transfer your public shares, including those shares held as a constituent part of our units, after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your public shares prior to the record date, you will have no right to vote those shares at the special meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem them if you so decide.

~~What if I don’t want to vote for the Extension Amendment Proposal and/or the Trust Amendment Proposal?~~

~~If you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. If the Extension Amendment Proposal~~ and ~~the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders.~~

If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment Proposal.

Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate its initial business combination, although it may determine to do so in the future.

~~What happens if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?~~

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless if we fail to complete an initial business combination within the Combination Period.

~~If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?~~

~~If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date.~~

~~If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of~~ ~~Annex A~~ hereto. The Company will remain a reporting company under the Exchange Act, and its units, public shares, public warrants, and public rights will remain publicly traded. The Company will also execute an amendment to the Trust Agreement in the form of ~~Annex B~~ ~~hereto.~~

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Contributors have agreed they will contribute to the trust account $150,000 for each three-month Extension (approximately $0.026 per share assuming no redemptions), up to four times till August 15, 2024.Each Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven by the Contributors if the Company is unable to consummate its initial business combination except to the extent of any funds held outside of the trust account. If the Company extends the time to complete a business combination to August 15, 2024, the Contributors would make aggregate Contributions in the amount of $600,000, or approximately $0.104 per share assuming no redemptions.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of the Company’s common stock held by our initial stockholders through the founder shares.

~~If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?~~

Yes. If you do not redeem your shares in connection with the Extension Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination, you will be able to vote on the business combination when it is submitted to stockholders. You will also retain your right to redeem your public shares upon consummation of a business combination, subject to any limitations set forth in the charter, as amended.

~~The special meeting will be held at [●] Eastern time, on [●], 2023, in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders~~ entitled to vote at the special meeting by visiting [●] and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the special meeting telephonically by dialing [●] (toll-free within the United States and Canada) or [●] (outsidethereon.

With respect to each of the United States and Canada, standard rates apply). The pin number for telephone access is [●]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically.

~~How do I attend the virtual special meeting, and will I be able to ask questions?~~

If you are a registered stockholder, you received a proxy card from the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the transfer agent at the phone number or e-mail address below. The transfer agent support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting [●], 2023 at [●] Eastern time (five days prior to the date of the special meeting). Enter the following URL address into your browser: [●], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the special meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the special meeting.

Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the special meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the special meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the special meeting by dialing [●], within the U.S. and Canada, or [●] (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [●]#. This is listen only, you will not be able to vote or enter questions during the special meeting.

If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.

If your shares of Company common stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018, Attn: Corporate Secretary.

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Because approval of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of the stockholders holding at least a majority of the public shares and founder shares outstanding on the record date,Proposals, abstentions and broker non-votes will have the same effect as ~~votes against the Extension Amendment Proposal and the Trust Amendment Proposal.~~

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

~~If my shares are held in “street name,” will my broker automatically vote them for me?~~

~~No.~~“AGAINST” votes. Under the rules ~~governing banks~~of various national and ~~brokers who submit~~regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to the stockholders at the annual meeting will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card ~~with respect~~expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to ~~shares held in street name, such banks and brokers have~~as a “broker non-vote.” Broker non-votes will not be counted for the ~~discretion to vote on routine matters, but not on non-routine matters. It is expected that all proposals to be voted on~~purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the ~~special meeting will be treated as “non-routine” matters and therefore, we do not expect there to be any~~annual meeting. Your broker, ~~non-votes at the special meeting.~~

~~Your~~ bank ~~broker,~~ or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your ~~broker~~nominee to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting. Because all of the proposals to be voted on at the special meeting are expected to be treated as “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the special meeting. If there is no quorum, the presiding officer of the special meeting may adjourn the special meeting to another date.

Only holders of record of the Company’s common stock, including those shares held as a constituent part of our units, at the close of business on July 12, 2023, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. As of the record date, there were 7,511,125 outstanding shares of common stock outstanding and entitled to vote.

~~Stockholder of Record: Shares Registered in Your Name~~. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

~~Beneficial Owner: Shares Registered in the Name of a Broker or Bank~~. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

~~What interests do the Company’s directors and executive officers have in the approval of the Extension Amendment Proposal?~~

The Company’s directors and executive officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by them or their affiliates of founder shares and the Private Units, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “~~The Extension Amendment — Interests of the Company’s Directors and Officers~~.”

~~What if I object to the Extension Amendment Proposal, the Trust Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?~~

~~Stockholders do not have appraisal rights in connection with either the Extension Amendment Proposal, the Trust Amendment Proposal or, if presented, the Adjournment Proposal under the DGCL.~~

~~What happens to the Company’s rights if the Extension Amendment Proposal and Trust Amendment Proposal are not approved?~~

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including theright to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants and rights, which will expire worthless in the event the Company winds up.

~~What happens to the Company rights if the Extension Amendment Proposal and Trust Amendment Proposal are approved?~~

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue its efforts to consummate a business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants and rights will remain outstanding in accordance with their terms.

If the Extension is implemented, each public stockholder may seek to redeem all or a portion of his or her public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the approval of the Extension, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a business combination, or if the Company has not consummated a business combination by the Extended Date.

Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares, public warrants, and public rights prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares, public warrants and public rights, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

If you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern time on [●], 2023 (two business days before the scheduled vote at the special meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and Election.

Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

~~If I am a unit holder, can I exercise redemption rights with respect to my units?~~

~~No. Holders of outstanding units must separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares.~~

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares, public warrants, and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “~~How do I redeem my public shares~~~~?” above.~~

~~The Company will pay for the entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC (“~~~~Morrow Sodali~~”) to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Morrow Sodali its customary fee. The Company will also reimburse Morrow Sodali for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meeting.

~~If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:~~

~~You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “~~~~Where You Can Find More Information.~~”

The special meeting will be held at [●], on [●], 2023. The special meeting will be held virtually, at [●]. At the special meeting, the stockholders will consider and vote upon the following proposals.

You will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on July 12, 2023, the record date for the special meeting. You will have one vote per share for each share of common stock you owned at that time. Our warrants and rights do not carry voting rights.

At the close of business on the record date, there were 7,511,125 shares of common stock outstanding, each of which entitles its holder to cast one vote per share. The warrants and rights do not carry voting rights.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least a majority of the Company’s public shares and founder shares outstanding on the record date.

~~Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.~~

If you do not vote (i.e., you “abstain” from voting), your action will have the same effect as an “AGAINST” vote with regards to the Extension Amendment Proposal and the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

If you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

You can vote your shares at the ~~special~~annual meeting by proxy or virtually.

You can vote by proxy by having one or more individuals who will be at the ~~special~~annual meeting vote your shares for you. These individuals are called “proxies” and using them to cast your vote at the ~~special~~annual meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate Wei Kwang Ng to act as your proxy at the ~~special~~annual meeting. One of them will then vote your shares at the ~~special~~annual meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the ~~special~~annual meeting.

Alternatively, you can vote your shares in person by attending the ~~special~~annual meeting virtually.

A special note for those who plan to attend the ~~special~~annual meeting and vote virtually: if your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the ~~special~~annual meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the ~~special~~annual meeting in the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the ~~special~~annual meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the ~~Extension Amendment~~Director Proposal, the ~~Trust Amendment~~Auditor Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the ~~special~~annual meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, ~~Morrow Sodali,~~First Cover Stock Transfer, LLC, at ~~(203) 658-9400 (call collect), (800) 662-5200~~(888) 866-0270 (call toll-free), or by sending an email to ~~PLTN.info@investor.morrowsodali.com.~~proxysupport@firstcover.com.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the ~~special~~annual meeting.

Any proxy may be revoked by the person giving it at any time before the polls close at the ~~special~~annual meeting. A proxy may be revoked by filing with [●], at Plutonian Acquisition Corp., 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the ~~special~~annual meeting and voting virtually.

Simply attending the ~~special~~annual meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Only holders of common stock, their proxy holders and guests the Company may invite may attend the ~~special~~annual meeting. If you wish to attend the ~~special~~annual meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Your proxy is being solicited by our Board on the proposals being presented to the stockholders at the ~~special~~annual meeting. The Company has agreed to pay ~~Morrow Sodali~~FirstCover its customary fee. The Company will also reimburse ~~Morrow Sodali~~FirstCover for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact ~~Morrow Sodali~~FirstCover at:

(for general info)
450 7 Avenue
Suite 905
New York, NY 10123
Tel: ~~(800) 662-5200 (toll-free) or~~

(888) 866-0270
Email: ~~PLTN.info@investor.morrowsodali.com~~proxysupport@firstcover.com

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the ~~special~~annual meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers) anticipates making such solicitation directly.

The Company’s stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the ~~special~~annual meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

The Company is not currently aware of any business to be acted upon at the ~~special~~annual meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of ~~Special~~Annual Meeting and with respect to any other matters which may properly come before the ~~special~~annual meeting. If other matters do properly come before the ~~special~~annual meeting, or at any adjournment(s) of the ~~special~~annual meeting, the Company expects that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

At the annual meeting, our stockholders are being asked to re-elect five directors as directors to the Board.

Our ~~principal executive~~Board has five members, three of whom are deemed “independent” under SEC and Nasdaq rules. The term of the directors expires at the first annual meeting of the stockholders of the Company following the effectiveness of the charter. Directors whose terms expire at an annual meeting may also be re-elected if nominated by the Board.

As this annual meeting of stockholders (and being our first annual meeting of stockholders since the IPO), the term of all our directors will expire at the annual meeting. However, the Board has nominated such individuals for re-election as directors, to hold office until the next succeeding annual meeting of stockholders following this annual meeting, or until their respective successors are elected and qualified, subject to their earlier death, resignation or removal.

Unless you indicate otherwise, the shares of common stock represented by executed proxies in the form enclosed will be voted to re-elect each of our directors to the Board unless any such individual is unavailable, in which case such shares will be voted for a substitute nominee designated by the Board. We have no reason to believe that any nominee will be unavailable or, if elected, will decline to serve as a director of the Board.

The following table sets forth the positions and offices ~~are located~~presently held with the Company by each director, their age as of the record date. Proxies not marked to the contrary will be voted in favor of each such nominee’s election.

The following is a summary of the biographical information of our director-nominees:

Wei Kwang Ng has been our Chairman, President and Chief Executive Officer since August 2022. Mr. Ng has been the independent director of Redwoods Acquisition Corp (Nasdaq: RWOD) since January 2022. Mr. Ng is currently holding the position of assistant vice president of Singapore Post Ltd since April 2022. He has held the position of chief operating officer of Parcel Santa Pte Ltd, a Singaporean technology company facilitating and value-adding in the logistics space of last mile delivery, since July 2017. Mr. Ng was the director of operations of World Marketing Group Pte Ltd. from March 2019 to March 2020. He was the managing director of LegalFocus Consultants, Inc. from 2011 to 2018. He worked at ~~1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018. Our telephone number at such address~~Merrill Brink International as a project manager from May 2008 to March 2011. Mr. Ng received his bachelor’s degree in Business Management with a concentration in Finance and in Economics from Stony Brook State University in 2007. We believe Mr. Ng is ~~(646) 969-0946.~~qualified to serve on our board of directors because of his extensive entrepreneurial and management experience, as well as his contacts and relationships.

~~THE EXTENSION AMENDMENT PROPOSAL~~Ke Wang has been our Chief Financial Officer and a director since February 2022. Mr. Wang currently serves as the head of quantitative research at Allstate Insurance Company starting from August 2021. Previously, he served as the global head of quantamental solutions in investment management segment at S&P Global Inc. from October 2016 to April 2021 and its senior director from May 2008 to October 2016, where he was in charge of the quantitative solutions business globally and managed a team of product managers, researchers and technologists to deliver the quantitative solutions to the company’s global clients. Mr. Wang received his MBA degree from University of Chicago Booth Business School in 2008 and master’s degree in Computer Science from DePaul University in 2001. He graduated from University of Science and Technology in China with a bachelor’s degree in Computer Science in 1998. We believe Mr. Wang is qualified to serve on our board of directors because of his extensive investment and management experience, as well as his contacts and relationships.

Robert M. Annis has served as our independent director since February 2022. He has served as the founder and the management partner of The Art of Admissions since 2016. Previously, he served as a litigation associate at Simpson Thacher & Bartlett LLP from September 2008 to February 2016. Mr. Annis received his bachelor’s degree in Social Studies from Harvard University in 2004. He received his Juris Doctor Degree in Law from Cornell University in 2008. We believe Mr. Annis is qualified to serve on our board of directors due to his extensive commercial, legal and business development experience.

Sze Wai Lee has served as our independent director since February 2022. Mr. Lee has more than 28 years of experience in accounting, finance and investment. Mr. Lee has served as chairman of the board of directors and the chief executive officer of Shanghai Yingli Investment Management Co., Ltd, a PRC registered company engaged in media business in China under the brand name “Forbes China,” since 2018 and also the executive director and chief executive officer of Shanghai Capital Resources Investment Management Company Ltd, a PRC registered company engaged in commodities trading, since April 2015. He also served as the executive director and general manager of Shenzhen Yingli Investment Management Co., Ltd from December 2019 to October 2021 and a member of the board of directors of Forbes Global Media Holdings Inc. and Forbes Media LLC from May 2017 to November 2020. Mr. Lee received his bachelor’s degree in Commerce in Accounting from University of Wollongong in 1992. Mr. Lee is also a CPA of CPA Australia and a fellow member of Hong Kong Institute of CPA. We believe Mr. Lee is qualified to serve on our board of directors due to his extensive financial, commercial, corporate strategy, investment and transaction experience.

Harry Harnett has served as our independent director since February 2022. Mr. Harnett served as the chief operating officer and president at ADF Companies, a franchised restaurant operator of Pizza Hut, from August 2016 to June 2020. Mr. Harnett received his bachelor’s degree in Business Administration from Shorter University in 1998. We believe Mr. Harnett is qualified to serve on our board of directors due to his commercial, business development and transaction experience, as well as his contacts and relationships.

We have five directors. In accordance with Nasdaq corporate governance requirements, we are ~~a blank check company whose business purpose is~~not required to ~~effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with~~hold an annual meeting until one ~~or more businesses. We were incorporated in Delaware~~year after our first fiscal year end following our listing on ~~March 11, 2021. In February 2022, the Company issued 1,437,500 founder shares to the Company’s initial stockholders for an aggregate consideration~~Nasdaq. The term of ~~$25,000, or approximately $0.02 per share.~~

~~On November 15, 2022, we consummated our IPO of 5,750,000 units at an offering price of $10.00 per Public Unit, which includes the full exercise~~office of the over-allotment option of 750,000 Public Units issued to EF Hutton. Each Public Unit consists of one share of Common Stock, one redeemable Warrant entitling its holder to purchase one share of Common Stock at a price of $11.50 per whole share, and one Right to receive one-sixth (1/6) of a share of Common Stock upon the consummation of an initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

Simultaneously with the closing of the IPO on November 15, 2022, we consummated a private placement with Plutonian Investments LLC, purchasing 266,125 units at $10.00 per Private Unit, generating total proceeds of $2,661,250. The Private Units (and the underlying securities) are identical to the Public Units sold in the IPO, except as otherwise disclosed in the IPO registration statement. No underwriting discounts or commissions were paid with respect to such sale.

~~The Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination to the Extended Date.~~

The Company’s currently effective charter provides that the Company has the right to extend the period to complete a business combination nine times by an additional month each time (for a total of 18 months to complete a business combination). In order to extend the time available for the Company to consummate a business combination without the need for a separate stockholder vote under the charter, the Sponsor or its affiliate or designees must deposit into the Trust Account $189,750 ($0.033 per public share) on or prior to the date of the applicable deadline. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $189,750 required for each one-month extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting. The Extension Amendment will provide the Company with additional time to complete an initial business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

We are currently in discussions with respect to a business combination. In the event that we enter into a definitive agreement for an initial business combination prior to the special meeting, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing a proposed business combination.

The Contributors have agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, they will deposit to the trust account $150,000 for each three-month Extension (approximately $0.026 per share assuming no redemptions), up to four times till August 15, 2024. Each Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven by the Contributors if the Company is unable to consummate its initial business combination except to the extent of any funds held outside of the trust account. If the Company extends the time to complete a business combination to August 15, 2024, the Contributors would make aggregate Contributions in the amount of $600,000, or approximately $0.104 per share assuming no redemptions.

If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, whichdirectors will expire ~~worthless if we fail to complete an initial business combination within~~at this annual meeting (being our first annual meeting of stockholders since the ~~Combination Period.~~

~~A copy of the proposed amendment to the Company’s charter is attached to this proxy statement as~~ ~~Annex A~~IPO).

~~The Extension Amendment will provide~~Board and serve at the Company with additional time to complete a business combination, which our Board believes is in the best interest of our stockholders. The Company believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider an initial business combination. Accordingly, since the Company will not be able to complete an initial business combination within the Combination Period, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond the last daydiscretion of the ~~Combination Period~~Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the Extended Date. The Company and its officers and directors agreed that they would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless the Company provided holders of public shares with the right to seek conversion of their public shares in connection therewith.

Stockholder approval of the Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate an initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless in the event the Company winds up.

The holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the trust account with respect to the Company’s warrants and rights, which will expire worthless in the event the Extension Amendment Proposal is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, the Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.

~~If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of~~ ~~Annex A~~ hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, common stock, public warrants and public rights will remain publicly traded. The Company will then continue to work to consummate a business combination by the Extended Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of $[●] (including interest and prior to the payment of taxes) that was in the trust account as of [●], 2023. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. The Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

If the Extension Amendment Proposal is approved, and the Extension is implemented, public stockholders may elect to redeem their shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitationsoffices set forth in our charter as ~~amended.~~it deems appropriate. Our charter provides that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries, Assistant Treasurers and such other officers as may be determined by the Board.

Our officers and board of directors are composed of a diverse group of leaders with a wide array of professional roles. In ~~addition,~~these roles, they have gained experience in core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development. Many of our officers and directors also have experience serving on boards of directors and board committees of other companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies. Further, our officers and directors also have other experience that makes them valuable, managing and investing assets or facilitating the consummation of business combinations.

Except as described under “Conflicts of Interest” in our Annual Report on Form 10-K, none of these individuals is currently a principal of or affiliated with a public ~~stockholders who vote for the Extension Amendment Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed~~company or blank check company that executed a business ~~combination by~~plan similar to our business plan. We, along with our officers and directors, believe that the ~~Extended Date.~~above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating an acquisition transaction.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [●], 2023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION AMENDMENT PROPOSAL AND ELECTION.

~~(i)~~	(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares, public warrants and public rights prior to exercising your redemption rights with respect to the public shares; and

~~(ii)~~	prior to 5:00 p.m. Eastern time, on [●], 2023 (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team E-mail: spacredemptions@continentalstock.com, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

Holders of units must elect to separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares, public warrants and public rights, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.Director Independence

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares. Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment will not be redeemed for cash held in the trust account on the redemption date. In the eventNasdaq listing standards require that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. Based on the amount in the trust account as of [●], 2023, this would amount to approximately $[●] per share (including interest and prior to the payment of taxes). The closing price of the public shares on the NASDAQ on [●], 2023, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on [●], 2023 (two business days before the scheduled vote at the special meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

~~Interests of the Company’s Directors and Executive Officers~~

~~When you consider the recommendation~~majority of our Board ~~you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests that may~~ be ~~different from, or in addition to, your interests~~independent. An “independent director” is defined generally as a ~~stockholder. These interests include, among~~person other ~~things:~~

●	If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the 1,437,500 founder shares (after giving effect to the forfeiture following expiration of the unexercised underwriters’ over-allotment option) that we issued to the Sponsor in exchange for an aggregate capital contribution of $25,000, or approximately $0.02 per share, will be worthless (as the initial stockholders have waived liquidation rights with respect to such shares). The founder shares had an aggregate market value of approximately $[●] based on the last sale price for the Company’s public shares of $[●] on the NASDAQ on [●], 2023;

●	If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the 266,125 Private Units purchased by the Sponsor for an aggregate investment of $2,661,250, or $10.00 per Private Unit, will be worthless. The Private Units had an aggregate market value (assuming they have the same value per unit as the Public Units) of $[●] based on the last sale price for the public warrants of $[●] and public rights of $[●] on the NASDAQ on [●], 2023;

●	Even if the trading price of our common stock was as low as $[●] per share, the aggregate market value of the Sponsor’s founder shares alone (without taking into account the value of the Private Units) would be approximately equal to the initial investment in the Company by the Sponsor. As a result, if an initial business combination is completed, the initial stockholders are likely to be able to make a substantial profit on their investment in us even at a time when the common stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved (and the Combination Period is not extended in accordance with the terms of the existing charter) and the Company liquidates without completing its initial business combination before August 15, 2023, the initial stockholders will lose their entire investment in us;

●	The Sponsor has agreed that it will be liable to us, if and to the extent any claims by a third-party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business withthan an officer or employee of the company or its subsidiaries or any other individual having a relationship which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (i) $10.175 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended;

●	All rights specified in the charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s executive officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If a business combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions;

●	All of the current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to approve a business combination and some may continue to serve following a business combination and receive compensation thereafter; and

●	The Company’s executive officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to obtain the Extension and consummate a business combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if a business combination is not completed. As of the date of this proxy statement, there are no outstanding out-of-pocket expenses for which the Company’s executive officers or directors, or their respective affiliates are awaiting reimbursement.

~~Additionally, if the Extension Amendment Proposal is approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will be described~~ in the ~~proxy statement for~~opinion of the ~~business combination.~~company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Sze Wai Lee, Robert M. Annis and Harry Harnett are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Vote Required ~~Vote~~for Approval

The approval of the Director Proposal requires the affirmative vote ~~by holders~~ of ~~at least a~~the majority of the ~~Company’s outstanding common stock present~~votes cast by stockholders represented virtually or by proxy at the annual meeting and entitled to vote atthereon. Broker non-votes with respect to this proposal will the meeting is required to approve the Extension Amendment. If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Extension Amendment will not be implemented and the Company will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii)same effect as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law.“AGAINST” votes.

All of ~~the Company’s initial stockholders~~our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the ~~Extension Amendment.~~Director Proposal. On the record date, ~~the initial stockholders~~our directors, executive officers and their affiliates beneficially owned and were entitled to vote ~~1,437,500 founder~~1,703,625 insider shares, ~~and 266,125 shares~~representing approximately 34.07% of ~~common stock underlying the Private Units, which together represents 22.68% of the Company’s~~our issued and outstanding common stock.

~~Recommendation~~

~~As discussed above, after careful consideration of all relevant factors, our~~Our Board has determined that the ~~Extension Amendment~~Director Proposal is in the best interests of the Company and ~~its~~our stockholders. Our Board has approved and declared advisable adoption of the ~~Extension Amendment~~Director Proposal.

~~OUR BOARD RECOMMENDS THAT YOU VOTE~~Our Board recommends that you vote “FOR” the Director Proposal.

PROPOSAL NO. 2—THE ~~EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.~~AUDITOR PROPOSAL

Overview

We are asking our stockholders to ratify the selection by our audit committee of Marcum LLP (“Marcum”) to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.

The ~~existence~~audit committee is directly responsible for appointing the Company’s independent registered public accounting firm. The audit committee is not bound by the outcome of ~~financial and personal interests of our directors and officers may result~~this vote. However, if the shareholders do not direct, in ~~a conflict of interest on~~ the ~~part of one or more~~manner set forth herein, the ratification of the ~~directors or officers between what he, she or they may believe~~selection of Marcum to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, our audit committee intends to reconsider the selection of Marcum as the company’s independent registered public accounting firm.

Marcum has audited our financial statements for the fiscal year ended December 31, 2022 and is currently in the ~~best interests~~process of ~~the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote~~auditing our financial statements for the ~~proposals. See the section entitled “~~~~— The Extension Amendment — Interests of the Company’s Directors and Officers~~~~” for a further discussion.~~fiscal year ended December 31, 2023.

~~THE TRUST AMENDMENT PROPOSAL~~

~~Overview~~Principal Accountant Fees and Services

The ~~Company entered into~~following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the ~~Trust Agreement~~audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the ~~IPO~~audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2023 and December 31, 2022 totaled $146,240 and $65,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the years ended December 31, 2023 and December 31, 2022.

Tax Fees. During the year ended December 31, 2023, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees. During the year ended December 31, 2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our IPO. As a ~~potential business combination.~~result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our board of directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Vote Required for Approval

The ~~Trust Amendment would amend the Trust Agreement to authorize the Extension as contemplated by the Extension Amendment Proposal.~~

~~Reasons for the Proposal~~

~~The purpose~~approval of the ~~Trust Amendment~~Auditor Proposal ~~is to authorize~~requires the ~~Extension under the Trust Agreement, as the Extension is not contemplated under the Trust Agreement’s current terms.~~

We believe that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination. For the Company to implement the Extension, the Trust Agreement must be amended to authorize the Extension.

~~Vote Required for Approval~~

~~The~~ affirmative vote ~~by holders~~ of ~~at least a~~the majority of the ~~Company’s outstanding common stock is required~~votes cast by stockholders represented virtually or by proxy at the annual meeting and entitled to ~~approve the Trust Amendment.~~

~~If you do not~~ vote ~~you abstain from voting or you fail~~thereon. Broker non-votes with respect to ~~instruct your broker or other nominee as to the voting of shares you beneficially own, your action~~this proposal will ~~have~~ the same effect as ~~a vote~~ “AGAINST” ~~the Trust Amendment Proposal. If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment Proposal.~~votes.

~~The Company’s initial stockholders~~All of our directors, executive officers and their ~~respective~~ affiliates ~~are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Trust Amendment Proposal.~~

~~The initial stockholders are not entitled to redeem the founder shares or any public shares held by them. All of the Company’s initial stockholders~~ are expected to vote any common stock owned by them in favor of the ~~Trust Amendment.~~Auditor Proposal. On the record date, ~~the initial stockholders~~our directors, executive officers and their affiliates beneficially owned and were entitled to vote ~~1,437,500 founder~~1,703,625 insider shares, ~~and 266,125 shares~~representing approximately 34.07% of ~~common stock underlying the Private Units, which together represents 22.68% of the Company’s~~our issued and outstanding common stock.

Recommendation

Our Board has determined that the ~~Trust Amendment~~Auditor Proposal is in the best interests of the Company and ~~its~~our stockholders. Our Board has approved and declared advisable adoption of the ~~Trust Amendment~~Auditor Proposal.

~~OUR BOARD RECOMMENDS THAT YOU VOTE~~Our Board recommends that you vote “FOR” ~~THE TRUST AMENDMENT PROPOSAL.~~the Auditor Proposal.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “~~The Extension Amendment — Interests of the Company’s Directors and Officers~~~~” for a further discussion.~~

PROPOSAL NO. 3—THE ADJOURNMENT PROPOSAL

~~THE ADJOURNMENT PROPOSAL~~

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the ~~special~~annual meeting to a later date or dates, if necessary, ~~or appropriate,~~ to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the ~~Extension Amendment Proposal or~~approval of certain of the ~~Trust Amendment Proposal.~~Proposals. The Adjournment Proposal will only be presented ~~to our stockholders only in~~at the ~~event that~~annual meeting if there are ~~insufficient~~not sufficient votes ~~for, or otherwise in connection with,~~to approve the ~~approval of the Extension Amendment Proposal~~Proposals and the ~~Trust Amendment Proposal.~~Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Proposals. In no event will our Board adjourn the annual meeting beyond [●], 2024.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the ~~special~~annual meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the ~~Extension Amendment Proposal or the Trust Amendment Proposal.~~Proposals.

Vote Required ~~Vote~~for Approval

~~The approval~~Approval of the Adjournment Proposal requires the affirmative vote of athe majority of the votes cast by ~~the Company’s~~ stockholders represented ~~in person (including virtually)~~virtually or by proxy ~~at the special meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure~~and entitled to vote ~~by proxy or in person (including virtually) at~~thereon. Abstentions with respect to this proposal will have the ~~special meeting or an abstention~~effect of a vote “AGAINST” such proposal. Broker non-votes with respect to this proposal will have no effect on the outcome of the vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.vote.

Recommendation

~~As discussed above, after careful consideration of all relevant factors, our~~Our Board has determined that the Adjournment Proposal is in the best interests of the Company and ~~its~~our stockholders. Our Board has approved and declared advisable ~~the~~ adoption of the Adjournment Proposal.

~~OUR BOARD RECOMMENDS THAT YOU VOTE~~Our Board recommends that you vote “FOR” ~~THE ADJOURNMENT PROPOSAL.~~the Adjournment Proposal.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2022, we sold an aggregate of 1,437,500 shares of our common stock (“Common Stock”) for $25,000, or approximately $0.02 per share, to our insiders. The ~~existence~~insiders have agreed not to transfer, assign or sell any of ~~financial~~their insider shares (except to certain permitted transferees) until the earlier of (1) 150 calendar days after the date of the consummation of our initial business combination and the date on which the closing price of our shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2) six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Simultaneously with the closing of the IPO on November 15, 2022, we consummated the private placement (“Private Placement”) with Plutonian Investments LLC, our sponsor (the “Sponsor”), purchasing 266,125 private units (“Private Units”), at a price of $10.00 per Private Unit, generating gross proceeds of $2,562,500.00. The Private Units (and the underlying securities) are identical to the public units sold in our IPO, except as otherwise disclosed in the registration statement. No underwriting discounts or commissions were paid with respect to such sale. Additionally, the initial purchasers in the Private Placement agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of our initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

In order to meet our working capital needs following the consummation of our IPO, our insiders, officers, and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $600,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 70,000 shares of Common Stock (which includes 10,000 shares of Common Stock issuable upon conversion of rights) and 60,000 warrants). Our pre-IPO stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we do not complete a business combination, any outstanding loans from our insiders, officers and directors or their affiliates, will be repaid only from amounts remaining outside our trust account, if any. On February 20, 2022, the Sponsor agreed to loan us up to an aggregate amount of $200,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the closing of the IPO. We repaid the outstanding balance of $200,000 to the Sponsor on November 29, 2022.

On June 20, 2023, August 8, 2023 and September 14, 2023, the Sponsor provided us with a loan of $150,000 (“Promissory Note 1”), $210,000 (“Promissory Note 2”) and $140,000 (“Promissory Note 3”), respectively, to be used, in part, for working capital and term extension fees. Promissory Note 1 and Promissory Note 3 are unsecured, interest-free and payable on the earlier of: 1) the date on which we consummate an initial business combination, or 2) the date we liquidate if a business combination is not consummated. The Sponsor may elect to convert the promissory notes in shares of Common Stock at a fixed price of $10.00 per share at any time when promissory notes remain outstanding. Promissory Note 2 has the same terms as Promissory Note 1 and Promissory Note 3, except the Sponsor may elect to convert the promissory note into 25,200 shares ($8.33 per share) of the Common Stock. As of September 30, 2023 and December 31, 2022, $500,000 and $0 were outstanding, respectively, under all the promissory notes.

The holders of our insider shares issued and outstanding on the date of our IPO, as well as the holders of the private units (and underlying securities) and any shares our insiders, officers, directors, or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of our IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the private units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our Audit Committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our Audit Committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees, or other similar compensation, will be paid to our insiders or any of the members of our management team, for services rendered to us prior to, or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of our uninterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of Common Stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal ~~interests~~benefits as a result of his or her position.

We also require each of our directors and executive officers ~~may result~~to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

Our Audit Committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of ~~one~~a director, employee or ~~more~~officer.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our insiders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or insiders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Board Committees

The board has a standing audit, nominating and compensation committee. The independent directors oversee director nominations. Each audit committee (the “Audit Committee”), nominating committee (the “Nominating Committee”) and compensation committee (the “Compensation Committee”) has a charter, which was filed with the SEC as exhibits to the Registration Statement on Form S-1 on October 14, 2022.

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the ~~directors~~Exchange Act, engages our independent accountants, reviewing their independence and performance; reviews our accounting and financial reporting processes and the integrity of our financial statements; the audits of our financial statements and the appointment, compensation, qualifications, independence and performance of our independent auditors; our compliance with legal and regulatory requirements; and the performance of our internal audit function and internal control over financial reporting. The Audit Committee held no formal meetings during 2022 and 2023 as we do not have any underlying business or ~~officers between what he, she or they may believe is in the best interests~~employees, relying on monthly reports and written approvals as required.

The members of the ~~Company~~Audit Committee are Sze Wai Lee, Robert M. Annis, and Harry Harnett, each of whom is an independent director under Nasdaq’s listing standards. Sze Wai Lee is the Chairperson of the Audit Committee. The board has determined that Sze Wai Lee qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Nominating Committee

The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board. Specifically, the Nominating Committee makes recommendations to the board regarding the size and composition of the board, establishes procedures for the director nomination process and screens and recommends candidates for election to the board. On an annual basis, the Nominating Committee recommends for approval by the board certain desired qualifications and characteristics for board membership. Additionally, the Nominating Committee establishes and administers a periodic assessment procedure relating to the performance of the board as a whole and its ~~stockholders~~individual members. The Nominating Committee will consider a number of qualifications relating to management and ~~what he, she~~leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board. The Nominating Committee may require certain skills or ~~they may believe is best for himself, herself~~attributes, such as financial or ~~themselves in determining~~accounting experience, to ~~recommend~~meet specific board needs that ~~stockholders vote for~~arise from time to time and will also consider the ~~proposals. See~~overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Nominating Committee does not distinguish among nominees recommended by shareholders and other persons. The Nominating Committee was not established until the ~~section entitled “~~~~The Extension Amendment — Interests~~closing of the ~~Company’s Directors~~IPO and ~~Officers~~~~” for a further discussion.~~therefore held no meetings in 2022 and 2023.

~~PRINCIPAL STOCKHOLDERS~~The members of the Nominating Committee are Sze Wai Lee, Robert M. Annis, and Harry Harnett, each of whom is an independent director under Nasdaq’s listing standards. Robert M. Annis is the Chairperson of the Nominating Committee.

Compensation Committee

The Compensation Committee reviews annually our corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the board with respect to non-CEO and non-CFO compensation and administers our incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. Our chief executive officer may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. Our executive officers do not play a role in suggesting their own salaries. Neither we nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee did not meet during 2022 and 2023.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the Compensation Committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The members of the Compensation Committee are Sze Wai Lee, Robert M. Annis, and Harry Harnett, each of whom is an independent director under Nasdaq’s listing standards. Harry Harnett is the Chairperson of the Compensation Committee.

Conflicts of Interest

Investors should be aware of the following potential conflicts of interest:

●

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

●

Unless we consummate our initial business combination, our officers, directors and insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the amount of interest income from the trust account that may be released to us as working capital.

●

The insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private units. Furthermore, our insiders (and/or their designees) have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to affect our initial business combination.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

●

the corporation could financially undertake the opportunity;

●

the opportunity is within the corporation’s line of business; and

●

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) 9 months (or up to 18 months, as applicable) from the date of our IPO. This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

The following table summarizes the current pre-existing fiduciary or contractual obligations of our officers and directors:

Name of Individual	Name of Affiliated Company	Entity’s Business	Affiliation
Wei Kwang Ng	Parcel Santa Pte Ltd Redwoods Acquisition Corp.	Technology SPAC	Chief Financial Officer Independent Director
Sze Wai Lee	Shanghai Yingli Investment Management Co., Ltd, Shanghai Capital Resources Investment Management Company Ltd	Investment	Chief Executive Officer and Director
Robert M. Annis	The Art of Admissions	Admissions Consulting	Founder and Chief Executive Officer

Our insiders and EF Hutton have agreed to vote any shares of Common Stock held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to receive any amounts held in the trust account with respect to their insider shares and private shares if we are unable to complete our initial business combination within the required time frame. If they purchase shares of common stock in the open market, however, they would be entitled to receive their pro rata share of the amounts held in the trust account if we are unable to complete our initial business combination within the required time frame, but have agreed not to redeem such shares in connection with the consummation of our initial business combination.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will our insiders or any of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

Code of Ethics

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us and no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit Committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock (“Common Stock”) as of ~~May 30, 2023,~~the date of this proxy statement, by:

●

each person known by us to be the beneficial owner of 5% or more ~~than 5%~~ of ~~our outstanding shares of common stock;~~Common Stock;


●	each of our ~~executive~~current officers and directors; and


●	all of our ~~executive~~current officers and directors, as a group.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares ~~of common stock~~(of the applicable type) beneficially owned by them.

The ~~following table does not reflect record~~percentage of beneficial ownership of ~~any~~us in the table below is calculated based on 5,000,767 shares of SPAC Common Stock ~~issuable upon conversion of Rights or the exercise of the Warrants as the Rights are not convertible and the Warrants are not exercisable within 60 days of the date of this proxy statement.~~

~~The beneficial ownership of our common stock is based on 7,511,125 shares of common stock issued and~~ outstanding as of ~~the record date, consisting of 5,750,000 public shares, 1,437,500 founder shares and 266,125 shares of common stock underlying the private units.~~February 22, 2024.

Name and Address of Beneficial Owner⁽¹⁾ Amount
and
Nature of
Beneficial
Ownership
of
Common
Stock Approximate
Percentage
of
Outstanding
Shares of
Common
Stock
Plutonian Investments LLC⁽²⁾ 1,538,625 20.48 %
Wei Kwang Ng 50,000 * %
Ke Wang 30,000 * %
Sze Wai Lee 40,000 * %
Robert M. Annis 25,000 * %
Harry Harnett 20,000 * %
All current directors and executive officers as a group (five individuals) 1,703,625 22.68 %
Harraden Circle Investors, LP ⁽³⁾ 456,842 6.08 %
Harraden Circle Investors GP, LP ⁽³⁾ 456,842 6.08 %
Harraden Circle Investors GP, LLC ⁽³⁾ 456,842 6.08 %
Harraden Circle Investments, LLC⁽³⁾ 473,398 6.30 %
Frederick V. Fortmiller, Jr.⁽³⁾ 488,500 6.50 %
Space Summit Capital LLC ⁽⁴⁾ 550,000 7.32 %

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership of Common Stock		Approximate Percentage of Outstanding Shares of Common Stock
Plutonian Investments LLC⁽²⁾		1,538,625		30.77	%
Wei Kwang Ng		50,000		1.00	%
Ke Wang		30,000		*	%
Sze Wai Lee		40,000		*	%
Robert M. Annis		25,000		*	%
Harry Harnett		20,000		*	%
All current directors and executive officers as a group (five individuals)		1,703,625		34.07	%
Harraden Circle Investors, LP⁽³⁾		293,035		5.86	%

Less than ~~one percent.~~1%.

(1)

Unless otherwise indicated, the business address of each of the individuals is c/o Plutonian Acquisition Corp., 1441 Broadway ~~3rd, 5th~~3^rd, 5^th & ~~6th~~6^th Floors, New York, NY 10018.


(2)	Plutonian Investments LLC, our sponsor, is controlled by Mr. Guojian Zhang.


(3)	Based on a Schedule 13G filed by the reporting person. The address for the reporting person is ~~299 Park Avenue, 21st Floor, New York, NY 10171.~~

~~(4)~~	~~Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 15455 Albright Street, Pacific Palisades, CA 90272.~~c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

SUBMISSION OF STOCKHOLDER PROPOSALS

Our Board is aware of no other matter that may be brought before the annual meeting or any adjournment or postponement thereof. Under Delaware law, only business that is specified in the notice of annual meeting to stockholders may be transacted at the annual meeting.

SHAREHOLDER PROPOSALS

Shareholders who wish to present proposals for inclusion in the Company’s proxy materials for the next annual meeting may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by us at our principal executive office on or before [●] 2024. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.

Shareholders who wish to make a proposal at the next annual meeting, other than one that will be included in our proxy materials, must notify us no later than [●], 2024. If a shareholder who wishes to present a proposal fails to notify us by [●], 2024, the proxies that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting.

Stockholder Communications

Stockholders and interested parties may communicate with our Board, any committee chairperson, or the non-management directors as a group by writing to the Board or committee chairperson in care of Plutonian Acquisition Corp., 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by emailing or writing the Company at the Company’s principal executive offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018, Attn: Corporate Secretary.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.

You may obtain additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the ~~Extension Amendment~~Director Proposal, the ~~Trust Amendment~~Auditor Proposal or the Adjournment Proposal by contacting us at the following address or email:

Plutonian Acquisition Corp.

1441 Broadway 3rd, 5th & 6th Floors

New York, NY 10018

Attn: Wei Kwang Ng

Email: ngweik@Plutoniancorp.com

You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

~~Morrow Sodali~~First Cover Stock Transfer, LLC

~~333 Ludlow Street, 5th Floor, South Tower~~

~~Stamford, CT 06902~~

(for general info)
450 7 Avenue
Suite 905
New York, NY 10123
Tel: ~~(800) 662-5200 (toll-free) or~~

~~(203) 658-9400 (banks and brokers can call collect)~~

(888) 866-0270
Email: ~~PLTN.info@investor.morrowsodali.com~~proxysupport@firstcover.com

In order to receive timely delivery of the documents in advance of the ~~special~~annual meeting, you must make your request for information no later than [●], ~~2023~~2024 (one week prior to the date of the ~~special~~annual meeting).

~~ANNEX A~~

~~PROPOSED CERTIFICATE OF AMENDMENT TO THE~~

~~AMENDED AND RESTATED~~

~~CERTIFICATE OF INCORPORATION~~

~~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 [●], 2023.~~


~~Name:~~	~~Wei Kwang Ng~~
~~Title:~~	~~Chief Executive Officer~~

~~A-1~~23

~~ANNEX B~~Preliminary Proxy Card

~~PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT~~PLUTONIAN ACQUISITION CORP.

~~THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [●], 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 [●], 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 [●], 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 $[●] 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:~~
	~~Name:~~
	~~Title:~~

~~CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee~~

~~By:~~
	~~Name:~~
	~~Title:~~

~~PROXY CARD~~

~~PLUTONIAN ACQUISITION CORP.~~

~~PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS~~

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [__________], ~~2023:~~2024: The Proxy Statement is available at [____________________]

The undersigned hereby appoints Wei Kwang Ng as proxy of the undersigned to attend the ~~Special~~Annual Meeting of Stockholders (the “~~Special~~Annual Meeting”) of Plutonian Acquisition Corp. (the “Company”), to be held via virtual meeting as described in the Proxy Statement on [__________], ~~2023~~2024 at [_] a.m. Eastern time, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of ~~Special~~Annual Meeting, dated [__________], ~~2023~~2024 (the “Notice”), a copy of which has been received by the undersigned, as follows:

~~PROPOSAL 1. EXTENSION AMENDMENT —~~ Proposal No. 1—The Director Proposal ~~To amend~~– a proposal to re-elect five directors to the Company’s ~~Amended~~board of directors until the next annual meeting of stockholders following this annual meeting or until such director’s successor is elected and ~~Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination (the “~~~~Extension~~”), 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~~~~”)).~~qualified.

For ☐ Against ☐ Abstain ☐

~~PROPOSAL 2. TERMINATION AMENDMENT —~~Proposal No. 2—The Auditor Proposal ~~To amend~~– a proposal to ratify the ~~Investment Management Trust Agreement, dated November 9, 2022,~~appointment by ~~and between the Company and Continental Stock Transfer & Trust Company (the “~~~~Trustee~~~~”),~~our audit committee of Marcum LLP to ~~allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “~~~~trust account~~”) if the Company has not completed its initial business combination, 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 ofserve as the Company’s ~~IPO) (the “~~~~Trust Amendment Proposal~~~~”).~~independent registered public accounting firm for the fiscal year ended December 31, 2023.

For ☐ Against ☐ Abstain ☐

~~PROPOSAL 3. ADJOURNMENT —~~ Proposal No. 3—The Adjournment Proposal To– a proposal to approve the adjournment of the ~~special~~annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes ~~to approve~~for, or otherwise in connection with, the ~~Extension Amendment Proposal~~approval of any or all of the ~~Trust Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension.~~Proposals (as defined below). The Adjournment Proposal will only be presented at the ~~special~~annual meeting if there are not sufficient votes ~~for, or otherwise in connection with,~~to approve the ~~approval of the Extension Amendment Proposal~~Proposals and the ~~Trust Amendment Proposal~~.Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Proposals.

For ☐ Against ☐ Abstain ☐

NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ~~SPECIAL~~ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ~~SPECIAL~~ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated:______
	Signature of Stockholder


	PLEASE PRINT NAME


	Certificate Number(s)


	Total Number of Shares Owned

Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.

PLEASE COMPLETE THE FOLLOWING:

I plan to attend the ~~Special~~Annual Meeting (Circle one): Yes No

Number of attendees: ____________

PLEASE NOTE:

STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ~~SPECIAL~~ANNUAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.

~~[●], 2023~~	By Order of the Board of Directors,

	/s/
	Wei Kwang Ng
	Chief Executive ~~Officer,~~ Offiver, President and Chairman of the Board of Directors


2.●	~~Trust Amendment Proposal:~~ ~~To amend the Trust Agreement to extend the liquidation date, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024.~~

3.	~~Adjournment Proposal:~~ Aa proposal to approve the adjournment of the ~~special~~annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes ~~to approve~~for, or otherwise in connection with, the ~~Extension Amendment Proposal and~~approval of any or all of the ~~Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.~~Proposals (as defined below). The Adjournment Proposal will only be presented at the ~~special~~annual meeting if there are not sufficient votes ~~for, or otherwise in connection with,~~to approve the ~~approval of the Extension Amendment Proposal~~Proposals and the ~~Trust Amendment Proposal.~~Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Proposals.

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Fee paid previously with preliminary ~~materials~~materials.

	●	*~~IPO~~Proposal No. 3—The Adjournment Proposal* ~~”)). The later such date actually extended is referred to as the “~~*~~Extended Date.~~~~” (the “~~~~Extension Amendment Proposal~~*~~”).~~

2.	~~Proposal 2~~ – ~~A proposal to amend (the “~~*~~Trust Amendment~~~~”) the Investment Management Trust Agreement, dated November 9, 2022 (the “~~~~Trust Agreement~~~~”), by and between the Company and Continental Stock Transfer & Trust Company (the “~~~~Trustee~~~~”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “~~~~trust account~~~~”) if the Company has not completed its initial business combination, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024. (the “~~~~Trust Amendment Proposal~~*~~”).~~

3.	~~Proposal 3 – A~~a proposal to approve the adjournment of the ~~special~~annual meeting to a laterdate or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes ~~to approve~~for, or otherwise in connection with, the ~~Extension Amendment Proposal~~approval of any or all of the ~~Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (the “~~*~~Adjournment Proposal~~*”)Proposals (as defined below). The Adjournment Proposal will only be presented at the ~~special~~annual meeting if there are not sufficient votes ~~for, or otherwise in connection with,~~to approve the ~~approval of the Extension Amendment Proposal~~Proposals and the ~~Trust Amendment Proposal.~~Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Proposals.

	●	*~~IPO~~Proposal* ~~”)).~~ *No. 3—The ~~later such date actually extended is referred to as the “~~~~Extended Date~~Adjournment Proposal ~~” (the “~~~~Extension Amendment Proposal~~~~”).~~*

2.	~~Proposal 2~~ – ~~A proposal to amend (the “~~*~~Trust Amendment~~~~”) the Investment Management Trust Agreement, dated November 9, 2022 (the “~~~~Trust Agreement~~~~”), by and between the Company and Continental Stock Transfer & Trust Company (the “~~~~Trustee~~~~”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “~~~~trust account~~~~”) if the Company has not completed its initial business combination, up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024 (the “~~~~Trust Amendment Proposal~~*~~”).~~

3.	~~Proposal 3 – A~~a proposal to approve the adjournment of the ~~special~~annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes ~~to approve~~for, or otherwise in connection with, the ~~Extension Amendment Proposal~~approval of any or all of the ~~Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (the “~~*~~Adjournment Proposal~~*”)Proposals (as defined below). The Adjournment Proposal will only be presented at the ~~special~~annual meeting if there are not sufficient votes ~~for, or otherwise in connection with,~~to approve the ~~approval of the Extension Amendment Proposal~~Proposals and the ~~Trust Amendment Proposal.~~Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Proposals.

~~FORWARD-LOOKING STATEMENTS~~	1
~~RISK FACTORS~~	2
QUESTIONS AND ANSWERS ABOUT THE ~~SPECIAL~~ANNUAL MEETING	31
FORWARD-LOOKING STATEMENTS	5
BACKGROUND	6
PROPOSAL NO. 1—THE ~~SPECIAL MEETING~~DIRECTOR PROPOSAL	10
PROPOSAL NO. 2—THE AUDITOR PROPOSAL	13
PROPOSAL NO. 3—THE ADJOURNMENT PROPOSAL	14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	15
~~Date, Time, Place and Purpose of the Special Meeting~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	1521
~~Voting Power; Record Date~~	15
~~Votes Required~~	15
~~Voting~~	16
~~Revocability of Proxies~~	16
~~Attendance at the Special Meeting~~	17
~~Solicitation of Proxies~~	17
~~No Right of Appraisal~~	17
~~Other Business~~	17
~~Principal Executive Offices~~	17
~~THE EXTENSION AMENDMENT PROPOSAL~~	18
~~Background~~	18
~~The Extension Amendment~~	18
~~Reasons for the Proposal~~	19
~~If the Extension Amendment Proposal is Not Approved~~	19
~~If the Extension Amendment Proposal is Approved~~	20
~~Redemption Rights~~	20
~~Interests of the Company’s Directors and Executive Officers~~SUBMISSION OF STOCKHOLDER PROPOSALS	22
~~Required Vote~~SHAREHOLDER PROPOSALS	23
~~Recommendation~~	24
~~THE TRUST AMENDMENT PROPOSAL~~	24
~~Overview~~	24
~~Reasons for the Proposal~~	24
~~Vote Required for Approval~~	24
~~Recommendation~~	25
~~THE ADJOURNMENT PROPOSAL~~	25
~~Overview~~	25
~~Consequences if the Adjournment Proposal is Not Approved~~	25
~~Required Vote~~	25
~~Recommendation~~	25
~~PRINCIPAL STOCKHOLDERS~~	2622
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	2722
WHERE YOU CAN FIND MORE INFORMATION	27
~~ANNEX A~~	~~A-1~~
~~ANNEX B~~	~~B-1~~23

1.	~~Extension Amendment Proposal:~~ To amend our charter to allow the Company to extend the date by which the Company must consummate a business combination, 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 IPO).

2.	~~Trust Amendment Proposal:~~ To amend the Trust Agreement to extend the liquidation, 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 IPO).

3.	~~Adjournment Proposal:~~ A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

Name	Age	Position
Wei Kwang Ng	43	Chief Executive Officer, Chairman and President
Ke Wang	48	Chief Financial Officer and Director
Sze Wai Lee	54	Independent Director
Robert M. Annis	41	Independent Director
Harry Harnett	72	Independent Director

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership of Common Stock		Approximate Percentage of Outstanding Shares of Common Stock
Plutonian Investments LLC⁽²⁾		1,538,625		20.48	%
Wei Kwang Ng		50,000		*	%
Ke Wang		30,000		*	%
Sze Wai Lee		40,000		*	%
Robert M. Annis		25,000		*	%
Harry Harnett		20,000		*	%
All current directors and executive officers as a group (five individuals)		1,703,625		22.68	%
Harraden Circle Investors, LP ⁽³⁾		456,842		6.08	%
Harraden Circle Investors GP, LP ⁽³⁾		456,842		6.08	%
Harraden Circle Investors GP, LLC ⁽³⁾		456,842		6.08	%
Harraden Circle Investments, LLC⁽³⁾		473,398		6.30	%
Frederick V. Fortmiller, Jr.⁽³⁾		488,500		6.50	%
Space Summit Capital LLC ⁽⁴⁾		550,000		7.32	%

☒	Preliminary Proxy Statement

☒	No fee ~~required~~required.