PGAC SEC filings, in plain English
Everything PANTAGES CAPITAL ACQUISITION Corp has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Pantages Capital Acquisition Corp filed an 8-K on September 4, 2026, reporting a deficiency notice from Nasdaq received on September 2, 2026, for failing to maintain the Minimum Total Holders Requirement of at least 400 total holders under Listing Rule 5450(a)(2). The Company must submit a compliance plan by October 19, 2026, and may receive an extension of up to 180 calendar days if the plan is accepted. Why it matters: Investors should monitor the October 19, 2026 deadline for the compliance plan submission as a critical governance milestone, although this listing deficiency does not directly alter the June 6, 2027 redemption deadline or the $10.72 trust value per share.
What changed: Pantages Capital Acquisition Corporation received a written notice from Nasdaq on August 21, 2026, indicating that its market value of listed securities (MVLS) was below the $50 million minimum requirement for the last 30 consecutive business days. The company has been granted an 180-day compliance period until February 17, 2027, to regain compliance by maintaining an MVLS of at least $50 million for 10 consecutive business days. Why it matters: This filing discloses a listing deficiency that could lead to delisting if the company fails to meet Nasdaq's MVLS requirements within the specified timeframe, introducing uncertainty regarding the continuation of the SPAC's status and potential impact on shareholder value.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026. Shareholders approved 12 monthly extensions to June 6, 2027. 5,889,094 public shares were redeemed for ~$62.4M ($10.59/share), reducing trust to $29.3M and outstanding Class A shares to 2,980,156. Sponsor deposited $120k for extensions through August 6, 2026, but $60k for September 6, 2026 remains undeposited. Working capital loans grew to $1,208,500. The net tangible assets condition in the MacMines merger agreement was removed via Amendment No. 1 on April 14, 2026. The merger agreement target (MacMines Austasia Pty Ltd) owns a Queensland mining lease application. Company has a working capital deficit of $1,226,059 and $352 cash, raising substantial doubt about going concern. Why it matters: The large redemption (68% of public shares) sharply reduced the trust and signals weak investor confidence in the MacMines deal and sponsor. The missing September extension payment creates a near-term deadline risk. Removing the net tangible assets condition makes closing easier but may indicate a cash-poor combined entity. The $352 cash balance and going concern warning highlight acute liquidity stress, with the company dependent on sponsor loans. The Australian mining target adds sector-specific execution risk.
What changed vs 2026-05-20trust $90.9M → $90.1M -1%deadline 2026-06-06 → 2027-06-06shares 8.63M → 2.74M -68%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $90.9M$90.1M
- Combination deadline
- 2026-06-062027-06-06
- Redeemable shares
- 8.63M2.74M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $786,309 left the trust between the two filings.
The clause “2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 90,084,477 $ 90,084,477 $ - $ - Total $ 90,084,477 $ 90,084,477 $ - $ - The Rights were valued, using a calculation prepared by”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“Deadline up to twelve (12) times, each for one month, from June 6, 2026 to June 6, 2027, by depositing into the Trust Account $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension. 20”…
SpacBrain reads this as 5,889,094 shares are no longer redeemable.
The clause “445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 2,735,906 and 8,625,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively) 24 24 Class B ordinary shares, $ 0.0001”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit containing Limited Powers of Attorney attached to a Schedule 13G/A. The filing text consists of administrative authorizations where Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC granted Takahiro Katsura explicit authority to sign Form 13G amendments under Section 13(d) and Section 13(g) of the Exchange Act. These delegations were dated 8-13-2026 and executed by Shuji Matsuura and Adam Hopkins on behalf of the respective Mizuho entities, with listed principal offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan and 1271 Avenue of the Americas, NY, NY 10020, USA. Why it matters: This document carries no implications for SPAC mechanics: it does not modify redemption rights, affect the stated $10.72 trust per share value, trigger or waive the June 6, 2027 deadline, propose extensions, signal deal progress, or reflect sponsor conduct. Beyond internal Mizuho corporate structuring and designated signatories, the filing contains zero substantive claims regarding PGAC’s customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It is standard procedural documentation permitting institutional agents to fulfill SEC filing obligations.
What changed: Schedule 13G — beneficial ownership report. According to the filing, Hudson Bay Capital Management LP and Sander Gerber are listed as holders. The submitted text contains no amendment language, percentage thresholds, acquisition dates, or statements regarding redemption deadlines, trust account valuation, extension mechanisms, merger execution milestones, or sponsor conduct. Why it matters: A Schedule 13G formally registers cumulative beneficial ownership exceeding five percent, providing market transparency rather than operational updates. Because the excerpt omits share counts, purchase prices, and investment purpose, it conveys no verifiable information on shareholder voting leverage, redemption pressure, or capital deployment relative to the announced transaction. Its sole substantive effect is updating the public registry of blockholders.
What changed: Form 8-K Current Report filed under Item 8.01 Other Events disclosing corporate actions approved at an extraordinary annual meeting. As reported by Pantages Capital Acquisition Corporation in Item 8.01 and signed by Chief Executive Officer William W. Snyder, shareholders approved extending the business combination termination date from June 6, 2026 to June 6, 2027. The extension functions month-to-month for up to twelve months, requiring a deposit into the trust account held by Wilmington Trust, N.A. equal to $0.033 per public share remaining outstanding after redemptions, capped at $60,000 per extension. At the June 3, 2026 meeting, 5,889,094 shares were tendered for redemption. The company will remove approximately $62,410,178.04 (approximately $10.60 per share) from the trust to pay those holders. Following redemptions, 2,980,156 Class A Shares and 2,156,250 Class B Shares remain outstanding, with approximately $28,993,998.16 left in the trust account. Why it matters: The filing materially resets the company's operational timeline and capital base for any future transaction. The one-year extension signals sponsor commitment to continue target search activities, while the mandatory $0.033 monthly funding mechanism preserves per-share trust value throughout the extension window. However, the payout of approximately $62,410,178.04 drastically shrinks the available merger consideration pool to approximately $28,993,998.16, which imposes a hard ceiling on deal sizing and increases reliance on private placements, PIPEs, or debt to finance a business combination. The document contains no further substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel beyond the executive signatory.
What changed: A Form 8-K Current Report announcing the results of an extraordinary general meeting of shareholders and attaching amended corporate governance documents and a trust agreement amendment. According to the filing, shareholders approved proposals on June 3, 2026, to amend the Third Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement. The amendments allow Pantages Capital Acquisition Corporation to extend its business combination deadline from June 6, 2026 to June 6, 2027, in up to twelve (12) consecutive one-month increments. Per the filing, each extension requires the Company to deposit into the trust account an amount equal to $0.033 per public share remaining outstanding after redemptions, capped at $60,000 per one-month extension. The recorded voting tally shows 6,715,557 votes FOR and 2,848,388 AGAINST for both the Extension Amendment and Trust Agreement Amendment proposals, with 20 ABSTAIN. The Adjournment Proposal received 7,600,782 FOR and 1,963,163 AGAINST before being rendered moot. As of the May 20, 2026 record date, 11,025,500 ordinary shares were outstanding (comprising 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares), with 9,563,965 proxies representing approximately 86.74% of outstanding shares cast at the meeting. The amended agreements were executed on June 9, 2026, by Chief Executive Officer William W. Snyder and trustee Wilmington Trust, N.A. Why it matters: This filing recalibrates the SPAC's redemption calendar and trust preservation mechanics. Instead of triggering liquidation on June 6, 2026, the trust remains intact while the sponsor pays $0.033 per surviving share monthly until June 6, 2027, dictating ongoing cash flows out of sponsor funds to maintain deal viability. If a business combination is not completed by June 6, 2027, Article 49.7 of the amended Articles of Association states that operations cease and public shares are redeemed at a per-share price calculated by dividing the aggregate Trust Account balance (including interest, less taxes payable and up to US$100,000 for dissolution expenses) by the number of then-public shares, followed by liquidation no more than ten business days thereafter. The high proxy turnout (86.74%) and passage despite significant opposition confirm sponsor capacity to retain capital through fee-based extensions. The filing's metadata also notes prior entity name changes (Shepherd Ave Capital Acquisition Corp to Aifeex Nexus Acquisition Corp, then to Pantages Capital Acquisition Corp), indicating historical structural shifts that precede the current extension timeline.
What changed: Definitive proxy statement (DEF 14A) soliciting shareholder votes to extend the deadline for Pantages Capital Acquisition Corp. to complete a business combination and to amend the trust agreement. The filing announces an extraordinary general meeting on June 3, 2026, to vote on three proposals: (1) an extension of the business combination deadline from June 6, 2026 to June 6, 2027 via monthly extensions; (2) an amendment to the trust agreement to allow the extension with $0.033/share (up to $60,000/month) deposits; (3) an adjournment proposal. The trust was $91,133,252.83 as of May 20, 2026 ($10.57/share). The closing price on May 20, 2026 was $10.53. Redemption deadline is June 1, 2026. The merger agreement's minimum net tangible assets condition ($5,000,001) was removed via Amendment No. 1. The sponsor may purchase public shares at no more than the redemption price and waive redemption rights. Why it matters: Without an extension, the SPAC would liquidate by June 6, 2026, making all founder shares and rights worthless. Public shareholders face a redemption offer at ~$10.57, which is $0.04 below the recent market price. The removal of the net tangible asset condition for the Horizon Mining business combination suggests the sponsor is prepared to proceed with large redemptions. The filing also warns of potential Nasdaq delisting if too many shares are redeemed.
What changed vs 2025-07-17deadline 2026-03-06 → 2027-06-06combination deadline1 moved
- Combination deadline
- 2026-03-062027-06-06
SpacBrain reads this as 457 days later than the previous record.
The clause …“a Business Combination. In the event that the Company does not consummate a Business Combination by June 6, 2027 (subject in the latter case to valid extensions having been made in each case) or such later time as the Members of the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document IS a Preliminary Proxy Statement (PRER14A, Amendment No. 1) filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 to solicit shareholder votes for an Extraordinary General Meeting. THEN regarding mechanics: The Board proposes amending the Existing Charter to extend the business combination termination date from June 6, 2026, to June 6, 2027, via up to twelve one-month extensions contingent on special resolution approval (at least two-thirds of votes cast). Why it matters: THEN regarding substantive claims: The registrant explicitly states it has generated no revenue to date and operates as a shell company. Under the Business Combination Agreement originally dated November 18, 2025, and amended April 14, 2026 by the parties (including MacMines Austasia Pty Ltd, HORIZON MINING LIMITED, and individual seller representative Jincheng Yao), the planned strategy involves reorganizing Horizon Mining SPV Pty Ltd and transferring the application for Mining Lease 700074 in Queensland, Australia, to Pubco in exchange for 18,000,000 Pubco ordinary shares.
What changed: Quarterly report (Form 10-Q) for Pantages Capital Acquisition Corp for the period ended March 31, 2026, filed May 20, 2026. The SPAC has announced a business combination with MacMines Austasia Pty Ltd, an Australian mining company. Trust value per share increased from $10.44 to $10.54 due to interest income. Working capital loan from sponsor increased by $150,000 to $863,500. Cash declined to $89,063 and working capital deficit widened to $949,669. Net income fell to $353,407 from $680,854. On April 14, 2026, Amendment No. 1 to the Merger Agreement removed the condition that the SPAC have net tangible assets of at least $5,000,001 after redemptions and any PIPE investment. The combination deadline is extended to June 6, 2026. Why it matters: The trust value per share ($10.54) is a key input for redemption decisions. The removal of the $5M net tangible assets condition eliminates a potential closing hurdle if redemptions are high. The company has only $89,063 cash, a working capital deficit of $949,669, and management has expressed substantial doubt about going concern. The deadline is less than three weeks away (June 6, 2026), increasing pressure to close the MacMines deal. Sponsor working capital loans indicate reliance on related-party financing. The deal target is an Australian mining company with a mining lease application, adding execution risk.
What changed vs 2025-11-10trust $89.2M → $90.9M +2%deadline 2026-03-06 → 2026-06-06trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $89.2M$90.9M
- Combination deadline
- 2026-03-062026-06-06
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $1,642,397 was added to the trust between the two filings.
The clause …“86,207 87,377 Total Current Assets 175,270 275,155 Cash and investments held in Trust Account 90,870,786 90,084,477 Total Assets $ 91,046,056 $ 90,359,632 Liabilities, Ordinary Shares Subject to Possible Redemptions and”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“(see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by June 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Schedule 14A preliminary proxy statement (PRE 14A) convened by Pantages Capital Acquisition Corporation to solicit shareholder votes at an extraordinary general meeting on three proposals: an amendment to extend the business combination deadline, an amendment to the investment trust agreement governing extension payments, and a procedural motion to adjourn the meeting if insufficient votes are tabulated. According to the preliminary proxy statement, the Board proposes amending the Existing Charter to extend the Termination Date from June 6, 2026 to June 6, 2027 via up to twelve one-month increments. Under the Trust Agreement Amendment Proposal described in the filing, the Sponsor would deposit $0.033 per non-redeemed Class A ordinary share into the Trust Account each month, capped at $60,000 per extension, securing non-interest-bearing promissory notes. The filing instructs Public Shareholders holding 8,869,250 Class A ordinary shares as of the May 20, 2026 record date to demand redemption by 5:00 p.m. Eastern Time on June 1, 2026 for a pro rata cash amount calculated from the Trust Account balance two business days prior to the meeting. The Merger Agreement, executed on November 18, 2025 and amended on April 14, 2026, discloses that the parties agreed to remove Section 8.1(h)’s condition requiring net tangible assets of at least $5,000,001 post-closing. The proposed restructuring directs MacMines to transfer Tenement SPV and the application for Mining Lease 700074 to Pubco in exchange for 18,000,000 Pubco ordinary shares, followed by a merger. According to the beneficial ownership table published in the filing, Aitefund Sponsor LLC and affiliates hold 2,156,250 Founder Shares (approximately 19.6% of voting power) acquired for $25,000, alongside a $713,500 working capital loan issued as of December 31, 2025, which the document states would be forfeited or worthless upon liquidation. Why it matters: The filing materially resets the redemption calendar by establishing a hard June 1, 2026 demand deadline, forcing public holders to weigh a documented pro rata cash exit against potential market proceeds. Because the Board unanimously recommends the extension and the Trust Agreement Amendment, shareholders face concentrated voting pressure while retaining no appraisal rights under Cayman Islands law, as the proxy statement explicitly notes. The Sponsor’s contractual obligation to fund extensions at $0.033 per share monthly directly impacts remaining trust liquidity, potentially jeopardizing the $5,000,001 minimum net tangible asset threshold required to validate public share redemptions. By documenting the removal of the $5,000,001 merger condition, the parties acknowledge prior financial hurdles but simultaneously increase liquidation risk if redemptions exceed expectations. The filing warns that the Sponsor’s permitted private purchases of public shares to discourage redemptions could contract the public float, possibly violating Nasdaq’s continued listing requirements, while noting that all corporate Rights will automatically expire worthless upon any winding-up event.
What changed: SEC Form 12b-25 Notification of Late Filing regarding the Quarterly Report on Form 10-Q for the period ended March 31, 2026. This filing announces that Pantages Capital Acquisition Corporation could not file its March 31, 2026 quarterly report on time. Chief Executive Officer William W. Snyder attributed the miss to a delay in 'assembling the information and finalizing' the document. Per Rule 12b-25(b), the company committed to delivering the report within five calendar days of the original deadline. Why it matters: For holders of public shares tracking toward the announced business combination window, a Form 12b-25 notice does not automatically pause statutory clock-time or force an immediate extension vote. Administrative bottlenecks in compiling quarterly data often indicate pending auditor consultations, target due diligence complexities, or internal control reviews that can cascade into later proxy filings.
What changed: A routine compliance exhibit: a Limited Power of Attorney filed as Exhibit A to a Schedule 13G/A amendment under the Securities Exchange Act of 1934, drafted to authorize designated corporate officers to execute and submit ownership reporting forms on behalf of Mizuho-affiliated entities. According to the filing dated May 14, 2026, executed by Shuji Matsuura (Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking at Mizuho Financial Group, Inc.; Managing Executive Officer, Head of Global Corporate & Investment Banking Division at Mizuho Bank, Ltd.) and Adam Hopkins (Chief Legal Officer and Managing Director, General Counsel at Mizuho Americas LLC and Mizuho Securities USA LLC), the text solely appoints Takahiro Katsura as attorney-in-fact to prepare, execute, and timely file Form 13G/A amendments with the U.S. Securities and Exchange Commission regarding these entities’ holdings in PGAC. The document catalogs Mizuho Bank’s office at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, alongside Mizuho Americas LLC and Mizuho Securities USA LLC at 1271 Avenue of the Americas, NY, NY 10020. Per the explicit statements in the filing, there were no modifications to the June 6, 2027 redemption deadline, the $10.72 per share trust valuation, any extension protocols, target business integration progress, or sponsor oversight activities. Why it matters: Because this exhibit functions exclusively as an internal administrative authorization to fulfill Exchange Act Section 13(d) and 13(g) filing obligations, it has zero mechanical effect on shareholder redemption eligibility, trust account maintenance, deSPAC consummation schedules, or executive conduct. It confirms only that Mizuho-affiliated reporting persons routed SEC submission authority through specific corporate officers; it introduces no transactional catalysts, capital structure alterations, or governance shifts that would influence PGAC investor redemption decisions or merger timeline expectations.
What changed: Amendment No. 1 to Pantages Capital Acquisition Corporation's FY2025 Form 10-K, originally filed March 9, 2026. It is filed solely to revise the Section 302 certifications in Exhibits 31.1 and 31.2, which inadvertently omitted language on internal control over financial reporting required by Item 601(b)(31) of Regulation S-K. The amendment contains only the cover page, explanatory note, signature page and corrected certifications; paragraph 3 is omitted because no financial statements are included. 8,869,250 Class A and 2,156,250 Class B shares were outstanding at March 2, 2026. Why it matters: This is a certification-language fix with no economic content: no financial statement, trust value, deadline or deal disclosure is amended, and the company says the amendment speaks as of the original March 9, 2026 filing date. It is worth noting only because defective Section 302 certifications can cause an annual report to be treated as deficient, which matters for a SPAC that needs clean filings to keep a registration statement moving. The share counts, 8,869,250 Class A and 2,156,250 Class B, are the only figures carried here.
What changed: A Form 8-K current report disclosing Amendment No. 1 to a Business Combination Agreement. The signing parties executed Amendment No. 1 on April 14, 2026, which restates Section 8.1(h) of the Merger Agreement as “[Intentionally Omitted.]”. The deleted clause conditioned the obligations to close on the purchaser holding net tangible assets of at least $5,000,001 after giving effect to redemptions and PIPE investments funded at or before closing. Why it matters: Eliminating the $5,000,001 post-redemption net tangible asset requirement removes a structural termination trigger that would have activated if a high percentage of public shareholders redeemed their shares. This amendment increases the probability of closing under substantial redemption scenarios without requiring the sponsor to arrange supplemental financing or invoke an extension vote. Beyond the mechanical waiver, the filing reports that Pubco and Purchaser will file a Form F-4 registration statement containing a preliminary proxy statement/prospectus, attributes all forward-looking statements regarding future operations, competitive positioning, and expected merger benefits to the parties’ management projections, and identifies executing signatories including Chief Executive Officer William W. Snyder, Seller Representative Jincheng Yao, and Company directors Yingyi Cheng and Xiangwei Fei. The document contains no claims regarding historical revenue, customer concentrations, technology roadmaps, or partnership agreements.
What changed: This document is a Form 425 (SEC Rule 425 written communication) filed to disseminate information regarding Amendment No. 1 to a Business Combination Agreement. On April 14, 2026, the parties to the November 18, 2025 merger agreement formally waived Section 8.1(h), which had previously required Purchaser to maintain net tangible assets of at least $5,000,001 after accounting for shareholder redemptions and any PIPE investment funded before or at closing. The amendment restates that section as '[Intentionally Omitted.]' and records execution by Chief Executive Officer William W. Snyder (Purchaser), Seller Representative Jincheng Yao, and Company/Tenement SPV Directors Yingyi Cheng and Xiangwei Fei. Why it matters: Removing the $5,000,001 post-redeption net tangible asset condition eliminates a structural termination trigger that could have derailed the transaction following heavy SPAC share redemptions or incomplete PIPE fundraising. This change improves the mechanical path to closing without altering the disclosed June 6, 2027 business combination deadline or adjusting the $10.72 trust value per share tracked in your parameters. With respect to other substance, the filing contains no new customer data, revenue projections, market sizing, technology roadmaps, partnership expansions, or litigation updates. Management and the parties attribute all forward-looking statements and return expectations in the document to their current projections and assumptions, explicitly cautioning that actual results may differ materially due to regulatory approvals, shareholder votes, financing conditions, and competitive risks outlined in the December 5, 2024 IPO prospectus and associated SEC filings.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Pantages Capital Acquisition Corporation (PGAC), a blank-check company in search of a business combination. The 10-K reports the company's first full fiscal year since its December 2024 IPO. Key changes: (1) The company entered into a definitive Business Combination Agreement with MacMines Austasia Pty Ltd on November 18, 2025, extending the deadline to June 6, 2026. (2) Trust Account value grew from $86,518,878 ($10.03 per share) at year-end 2024 to $90,084,477 ($10.44 per share) at year-end 2025, due to interest income of $3,565,599. (3) Net income of $2,547,952 for 2025, compared to a net loss of $85,311 in the prior period. (4) Cash on hand fell to $187,778, with a working capital deficit of $516,767, leading to a going concern opinion. (5) The sponsor made a working capital loan of $713,500, and a subsequent $500,000 loan commitment was announced on February 26, 2026. (6) The company changed its name twice during the year, now Pantages Capital Acquisition Corporation. (7) Material weakness in internal controls over financial reporting was identified and disclosed. Why it matters: Investors can now see the trust value per share ($10.44) exceeds the $10.00 offering price, confirming no erosion of trust assets. The definitive agreement with MacMines (an Australian mining company) provides a clear path to a business combination with a June 6, 2026 deadline. However, the company's low cash balance and working capital deficit raise doubts about its ability to fund operations until closing without additional sponsor loans. The filing also confirms the sponsor's support via loans. The going concern warning and material weakness are important risk factors. The deal structure involves a reorganization and merger with a new Pubco, with shareholders receiving Pubco ordinary shares.
What changed vs 2025-03-27trust $86.5M → $90.1M +4%deadline 2026-03-06 → 2026-06-06trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $86.5M$90.1M
- Combination deadline
- 2026-03-062026-06-06
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $295K · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $3,565,599 was added to the trust between the two filings.
The clause …“87,377 122,434 Total Current Assets 275,155 655,440 Cash and Investments held in Trust Account 90,084,477 86,518,878 Total Assets $ 90,359,632 $ 87,174,318 Liabilities, Ordinary Shares Subject to Possible Redemptions and”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“(see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by June 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our Public Shareholders may not be afforded an opportunity to vote on our proposed”…
The clause …“and a portion of the expenses of the IPO. Immediately before the IPO, we had borrowed $295,019 under the loan. The loan was payable without interest on the earlier of (i) December 31, 2024 and (ii) date on which we consummate our”…
The clause “445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Rule 425 written communication in Form 8-K format, filed by Pantages Capital Acquisition Corporation on 2026-03-06, disclosing and attaching the Business Combination Agreement dated 2025-11-18 among Pantages, MacMines Austasia Pty Ltd, Horizon Mining Limited (Pubco), Horizon Merger 1 Limited, Horizon Mining SPV Pty Ltd and Seller Representative, together with the Seller Lock-Up Agreement, Seller Support Agreement, Sponsor Support Agreement and form of Registration Rights Agreement. The filing makes public the full deal documentation for the announced merger with MacMines/Horizon Mining. It reports that Horizon Merger 1 will merge into Pantages, with each non-redeemed Pantages Class A ordinary share converting into one Pubco ordinary share, Pantages rights converting into fractional Pubco ordinary shares, and redeemed shares being cancelled. Key disclosed terms include: $180,000,000 Aggregate Merger Consideration represented by 18,000,000 Reorganization Shares at $10/share; trust account of at least $89,523,569.03 as of the agreement date; a closing condition of at least $5,000,001 net tangible assets after redemptions; a termination right if closing conditions are not satisfied by March 31, 2026; Sponsor-funded extension fees; 50% of the seller's Pubco securities locked up until six months after closing or $12.50 for 20 of 30 trading days; and support agreements requiring the sponsor and seller to vote in favor and, for the sponsor, not to redeem. Why it matters: This gives shareholders the operative deal mechanics they need for redemption and closing decisions: 1:1 share conversion, rights treatment, trust value, sponsor/seller lock-up and alignment, and the F-4/proxy statement path to an Extraordinary General Meeting with redemption rights. The March 31, 2026 outside date is critical because the filing is dated March 6, 2026, leaving a short window to satisfy shareholder, regulatory, CSRC and Nasdaq listing conditions. It also confirms that if those conditions are not met by the outside date, either party can terminate the agreement.
What changed: A Form 425 filing and accompanying Form 8-K current report that incorporates a press release dated November 19, 2025, announcing a definitive business combination agreement between Pantages Capital Acquisition Corporation, MacMines Austasia Pty Ltd., and newly formed entities operating as Horizon Mining Limited, Horizon Merger 1 Limited, and Horizon Mining SPV Pty Ltd. The filing formally logs the initial Rule 425 communication regarding the announced transaction without altering the stated redemption deadline of 2027-06-06, the trust value per share, or extension provisions. As set forth in the press release attached as Exhibit 99.1, the transaction values the Target at USD$180 million. The press release specifies that Pantages public shareholders who do not redeem will roll over 100% of their Class A ordinary shares into the combined company, while existing Pantages shareholders and management will not receive any cash proceeds. The filing identifies Jincheng Yao as the Seller Representative, lists legal and financial advisors, and confirms unanimous board approval conditioned on dual shareholder votes and Nasdaq listing. No adjustments to sponsor conduct, voting thresholds, or trust accounting are reported. Why it matters: This filing creates the official SEC record for the merger communication and initiates the timeline for Horizon Mining’s Form F-4 registration statement, which will contain the definitive proxy statement and prospectus used to solicit shareholder approvals. Because the press release discloses that non-redeeming public shareholders will rollover 100% of their equity rather than receive a cash redemption or tender premium, the document forces investors to price the deal based on future enterprise value rather than a fixed trust return. The press release also highlights that MacMines will transfer “Mining Lease Application 700074” to the target—a permitting stage asset contingent upon governmental authority consent and environmental review—which introduces substantial pre-operational execution risk ahead of the proxy solicitation. Legal counsel, financial advisors, and the seller representative are explicitly named to establish participant liability under Section 16(a) and proxy solicitation rules once the registration statement becomes effective.
What changed: A Schedule 13G/A beneficial ownership report filed by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The filing updates the reporting attribution across three BMO-affiliated entities for a greater-than-5 percent position. The provided excerpt contains no share counts, percentage thresholds, transaction dates, or price ranges. It makes no statement regarding the $10.72 trust value per share, the June 6, 2027 deadline, extension mechanisms, target acquisition progress, or sponsor conduct. Why it matters: Administrative updates to 13G reporting entities routinely reflect corporate compliance restructuring or internal clearing-house adjustments rather than active portfolio positioning. Without disclosed share quantities or directional movement, the filing does not signal accumulation, liquidation, or redemption-related hedging that would alter shareholder payout expectations or impact the announced business combination timeline. No customer, revenue, market size, technology, partnership, litigation, or personnel claims are present in the excerpt.
What changed: A Schedule 13G/A amendment to a beneficial ownership report filed with the SEC, submitted by Barclays PLC to disclose current equity holdings in Pantages Capital Acquisition Corp. The supplied filing excerpt contains no share counts, ownership percentages, effective dates, or adjustments to trust account mechanics, redemption windows, extension triggers, or merger milestones. Barclays PLC is identified solely as the reporting holder; the text does not quantify a movement in position or detail any change to the SPAC's capital structure or timeline. Why it matters: Because the excerpt lacks transactional metrics, voting thresholds, or strategic declarations, this Schedule 13G/A does not materially affect redemption deadlines, trust distribution calculations, extension proceedings, or deal execution schedules. The filing represents a routine regulatory update from a financial institution, though the complete SEC exhibit would be necessary to verify whether Barclays crossed or shifted relative to the five percent reporting threshold or revised its stated investment purpose.
What changed: A Joint Filing Agreement executed by Feis Equities LLC and Lawrence M. Feis to file a Schedule 13G/A and any related Schedule 13D amendments on behalf of both parties regarding Class A ordinary shares of Pantages Capital Acquisition Corporation, dated January 30, 2026, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The filing serves as an administrative designation for coordinated beneficial ownership reporting. It does not report modifications to redemption deadlines, trust account valuations, extension provisions, business combination timelines, or sponsor governance. As the executing parties stated, the agreement merely consolidates the submission of their updated Schedule 13G/A; no operational, financial, or structural amendments to the SPAC’s capitalization or merger process were introduced. Why it matters: This is a routine compliance exhibit that streamlines SEC filings for two affiliated reporting persons without altering shareholder mechanics. Because the executing parties did not attach substantive disclosures, the document contains no forward-looking projections, customer claims, revenue metrics, strategic initiatives, technology descriptions, partnership announcements, litigation details, or personnel changes. It carries zero impact on trust administration, redemption pricing, or deSPAC execution schedules.
What changed: 8-K filed by Pantages Capital Acquisition Corp (PGAC) on November 24, 2025, reporting the execution of a definitive Business Combination Agreement (merger agreement) with Australian mining company MacMines Austasia Pty Ltd and related entities (Horizon Mining Limited as Pubco, Horizon Merger 1 Limited as Merger Sub, Horizon Mining SPV Pty Ltd as Tenement SPV). The filing also includes ancillary agreements: Seller Lock-Up Agreement, Seller Support Agreement, Sponsor Support Agreement, and Registration Rights Agreement. PGAC announced a deal to acquire MacMines Austasia, an Australian mining company holding Mining Lease Application 700074 in Queensland. The transaction will be effected through a merger of Merger Sub with PGAC, with PGAC surviving as a wholly-owned subsidiary of Pubco (Horizon Mining Limited). Public shareholders will receive one Pubco ordinary share per PGAC Class A ordinary share (subject to redemption). The aggregate merger consideration is $180 million, representing 18 million Pubco shares at $10 per share. The SPAC's trust account had at least $89,523,569.03 as of the agreement date (trust value per share is $10.72). The outside date for closing is March 31, 2026. The sponsor (Aitefund Sponsor LLC) has agreed to vote in favor and not redeem. The seller (MacMines) will be subject to a lock-up on 50% of its shares for 6 months or until the stock price reaches $12.50 for 20 of 30 trading days. The SPAC's deadline to complete a business combination is June 6, 2027, and the sponsor bears extension fees. The closing is subject to shareholder approval, SEC effectiveness of a registration statement on Form F-4, Nasdaq listing of Pubco shares, net tangible assets of at least $5,000,001 after redemptions, and other customary conditions. Why it matters: This filing confirms PGAC's definitive business combination target, providing investors with the full terms of the merger, including the consideration structure, lock-up provisions, and closing conditions. The trust value of $10.72 per share and the $5 million net tangible asset condition set a floor for redemptions. The March 31, 2026 outside date gives a clear timeline. The sponsor support agreement indicates insider commitment. The lock-up on 50% of seller shares for 6 months (or until $12.50 price target) aligns seller incentives. The filing also includes a fairness opinion requirement, suggesting the board believes the deal is fair. Investors should monitor redemptions, the registration statement, and shareholder vote.
What changed: A Form 8-K Current Report accompanied by a press release (Exhibit 99.1) that announces a definitive business combination agreement between a special purpose acquisition company and a geological exploration/mining target, alongside newly formed merger entities. Per the press release dated November 19, 2025, attached to this filing, Pantages Capital Acquisition Corporation and MacMines Austasia Pty Ltd. have executed a definitive merger agreement with HORIZON MINING LIMITED, HORIZON MERGER 1 LIMITED, and Horizon Mining SPV Pty Ltd. The press release states the Target is valued at USD$180 million. Under the disclosed structure, existing Pantages shareholders and management will not receive cash proceeds, while public shareholders who do not redeem will roll over 100% of their Class A ordinary shares into equity in the combined company. The same document reports unanimous Board approval from both Pantages and MacMines. The 8-K filing identifies Jincheng Yao as the individual Seller Representative. Additionally, the press release discloses that MacMines will transfer Mining Lease Application 700074 to the Target pre-closing, subject to governmental authority consent and environmental review. FocalPoint Asia is serving as exclusive financial advisor to MacMines. Why it matters: This filing sets the preliminary valuation and rollover parameters that will dictate redemption behavior and post-combination ownership dilution. Because the press release explicitly confirms a 100% equity rollover for non-redeeming public shareholders and waives cash payouts to insiders, investors must stress-test the USD$180 million headline valuation against the forthcoming trust account mechanics and the specific terms in the expected Form F-4 registration statement. The document confirms that a proxy solicitation and shareholder vote are required, meaning the formal redemption window, trustee payout procedures, and potential amendment or termination clauses will only be finalized once the registration statement is declared effective and the definitive proxy is mailed. The inclusion of Mining Lease Application 700074 introduces execution risk tied to environmental and governmental reviews that could delay closing or trigger earlier terminations, directly threatening liquidity expectations before the tracked 2027-06-06 trust expiration. Until the SEC clears the F-4 and the definitive proxy is distributed, shareholders cannot verify the exact redemption price formula, interest accrual schedule, or final record date.
What changed: SEC Schedule 13G/A, a routine beneficial ownership compliance exhibit filed by Karpus Management, Inc. to update its equity position in Pantages Capital Acquisition Corp. Per the provided excerpt, the filing identifies only the document type, CIK reference number, and reporting entity. The text discloses no specific share quantities, acquisition dates, ownership percentages, redemption elections, trust account movements, deadline amendments, extension resolutions, or sponsor conduct details. According to the submission language, no mechanical trading updates or substantive operational, financial, market-size, technology, partnership, litigation, or personnel claims are present. Why it matters: As a 13G/A amendment, this report updates prior disclosures of beneficial ownership, which historically informs investors about institutional positioning relative to merger votes, potential redemption liquidity demands, or trust preservation strategies. Because the excerpt supplies only the header and holder name, it does not independently indicate whether Karpus Management, Inc.'s updated stake aligns with the announced PGAC deal, alters expectations around the reported $10.72 trust per share, or impacts pressure regarding the 2027-06-06 deadline. Investors must consult the attached schedule to evaluate actual share delta, cost basis, or conditional voting commitments that could influence SPAC execution mechanics.
What changed: Schedule 13G beneficial ownership report. The filing states that W. R. Berkley Corporation and Berkery Insurance Company hold beneficial ownership of shares in PGAC. The provided excerpt contains no share quantities, ownership percentages, acquisition dates, or descriptions of the purpose of the holdings. Why it matters: Without disclosed volumes or purpose clauses, the filing does not alter redemption deadlines, trust distribution sequencing, extension feasibility, or deal-specific milestones for PGAC. It fulfills standard SEC reporting thresholds for greater-than-5 percent institutional stakes, but cannot inform voting weight, block-holder alignment, or potential anchor investment without the complete exhibit. Investors tracking sponsor conduct or partner readiness will need the full Schedule 13G to determine whether these entities represent passive accumulation, active governance positioning, or strategic co-investment intent relative to the announced business combination.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025. Net income of $686,686 for Q3 2025 vs. net loss of $129,214 in Q3 2024; net income of $2,090,753 for nine months 2025 vs. net loss of $146,534 for the period from May 31, 2024 (inception) through September 30, 2024; $457,500 drawn on working capital loans; Accumulated deficit grew to ($980,618); Trust value per share rose to $10.35 from $10.03 at year-end 2024, reflecting $2,709,511 in interest/dividend income; Working capital deficit of ($117,878) as of September 30, 2025; Management disclosed substantial doubt about going concern; Combination Deadline is March 6, 2026 (or June 6, 2026 if definitive agreement is signed before March 6, 2026). Why it matters: The trust value of $10.35 per share is well above the $10.00 redemption floor, providing a cushion for public shareholders. The filing confirms no definitive business combination agreement has been signed, though professional fees of $55,305 were incurred in connection with potential deals. The working capital deficit and cash burn ($641,488 operating cash used in nine months) make the $457,500 working capital loan critical to fund operations until a deal closes or the deadline arrives. The repeated name changes (now Pantages Capital) may indicate shifting strategy or target focus.
What changed vs 2025-08-14trust $88.3M → $89.2M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $88.3M$89.2M
- Combination deadline
- 2026-03-06 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $911,969 was added to the trust between the two filings.
The clause …“107,869 122,434 Total Current Assets 456,887 655,440 Cash and Investments held in Trust Account 89,228,389 86,518,878 Total Assets $ 89,685,276 $ 87,174,318 Liabilities, Ordinary Shares Subject to Possible Redemptions and”…
The clause …“(see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Period by March 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A (beneficial ownership amendment). The provided excerpt lists only the filing designation, SEC document identifier, and reporting holder (Karpus Management, Inc.). It contains no share counts, ownership percentages, transaction dates, amendments to prior disclosures, or statements regarding redemption intent, trust accounting, or deal execution. Why it matters: Because the submission lacks numerical or narrative data, investors cannot track shifts in institutional positioning, assess voting power ahead of the SPAC deadline, or evaluate sponsor alignment. Mechanics tied to redemption windows, trust value preservation, or merger progression remain unaddressed by this truncated record.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2025. Trust value per share increased from $10.03 to $10.24 due to interest income; trust account balance grew to $88.3 million. The company reported a net income of $1.4 million for the six months, primarily from trust interest. It obtained a $175,000 working capital loan from the sponsor and subsequently a $500,000 loan commitment in July 2025. The company changed its name from Aifeex Nexus Acquisition Corporation to Pantages Capital Acquisition Corporation on August 5, 2025. No business combination or letter of intent was announced. The combination deadline remains June 6, 2026. Why it matters: The trust value per share is now $10.24, above the IPO price of $10.00, which is favorable for shareholders considering redemption. The working capital loans indicate sponsor support but also highlight the SPAC's limited cash runway. The absence of any target agreement or extension suggests the clock is ticking toward the June 2026 deadline. The name change is cosmetic and does not affect the business combination prospects.
What changed vs 2025-05-15trust $87.4M → $88.3M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $87.4M$88.3M
- Combination deadline
- 2026-03-06 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $900,939 was added to the trust between the two filings.
The clause …“120,295 122,434 Total Current Assets 414,939 655,440 Cash and Investments held in Trust Account 88,316,420 86,518,878 Total Assets $ 88,731,359 $ 87,174,318 Liabilities, Ordinary Shares Subject to Possible Redemptions and”…
The clause …“(see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Period by March 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document IS a routine compliance exhibit containing Limited Powers of Attorney executed by Mizuho Financial Group, Inc. and its subsidiaries to authorize designated executive officers to sign and submit federal securities ownership reports. According to the powers of attorney drafted and signed by Hidekatsu Take (in his capacities as Deputy President & Corporate Executive and Managing Executive Officer, Head of Global Corporate & Investment Banking Division) and Adam Hopkins (as Chief Legal Officer and Managing Director, General Counsel), the filing introduces no changes to redemption deadlines, trust accounting mechanics, extension protocols, target acquisition progress, or sponsor conduct. The text limits its operational impact to administrative delegation for Section 13(d) and 13(g) filings and explicitly states that the named attorneys-in-fact assume no responsibility or liability for compliance failures under the Exchange Act. Beyond this internal delegation of signing authority, the document contains no other material disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Why it matters: The executed agreements solely prevent potential late-filing penalties for Mizuho’s institutional holdings by designating valid signatories for SEC paperwork. Because the text restricts itself to corporate housekeeping and explicitly disclaims substantive liability, it carries zero implication for PGAC’s trust fund preservation, redemption calculations, business combination timeline, or sponsor behavior, and therefore requires no tracking adjustment from investors monitoring the SPAC’s operational milestones.
What changed: A Form 8-K current reporting routine compliance exhibit documenting a corporate name change and charter amendment. On August 5, 2025, shareholders approved amending the Second Amended and Restated Memorandum and Articles of Association to change the registrant’s name from Aifeex Nexus Acquisition Corporation to Pantages Capital Acquisition Corporation and adopt a Third Amended and Restated Memorandum and Articles of Association. Voting records show 8,198,426 shares present or represented by proxy (74.4% of total Class A and Class B ordinary shares outstanding as of July 10, 2025), yielding 8,197,926 votes FOR and 500 votes AGAINST. Exchange listing designations and ticker symbols will shift from AIFEU, AIFE, and AIFER to PGACU, PGAC, and PGACR effective August 8, 2025. This report contains no adjustments to the redemption calendar, trust account balance disclosures, extension mechanisms, or specific acquisition timeline updates. Why it matters: The filing serves as a routine corporate housekeeping update confirming shareholder ratification of the charter amendment and triggering ticker symbol transitions, without altering the mechanics tracked for this SPAC. Per the Regulation FD press release attached as Exhibit 99.1, the company identifies its sponsor as Aitefund Sponsor LLC and states its strategic intent to pursue entities possessing a 'strong management team, niche deal size with growth potential, long-term revenue visibility with defensible market position.' William W. Snyder is listed as Chief Executive Officer. The incorporated charter maintains standard operational thresholds, including a US$5,000,001 net tangible asset floor for completing a Business Combination and authorization to withdraw up to US$100,000 of earned trust interest to cover dissolution expenses upon liquidation.
What changed: SEC Schedule 13G/A (Amendment to Beneficial Ownership Report). The filing identifies four affiliated entities—TD SECURITIES (USA) LLC, TORONTO DOMINION HOLDINGS USA INC, TD Group US Holdings LLC, and Toronto Dominion Bank—as record holders. The provided text contains no share quantities, percentage thresholds, transaction dates, or narrative commentary. Accordingly, the report discloses no adjustments to PGAC’s 2027-06-06 termination date, the $10.72 per-share trust amount, any pending business combination, extension mechanisms, or sponsor conduct. All ownership claims are attributed exclusively to the Toronto Dominion affiliates executing the amendment. Why it matters: This is a standard cross-border regulatory disclosure that tracks institutional share positioning through TD banking networks. It does not alter redemption calendars, trust liquidation sequences, or deal progression metrics. Its substantive value lies solely in maintaining transparent beneficial ownership trails for proxy voting and post-business combination equity tracking, though the excerpt lacks the numerical data necessary to evaluate concentration shifts or potential redemptions.
What changed: A Schedule 13G/A amended beneficial ownership report, classified here as a routine compliance exhibit detailing holdings by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The provided excerpt contains only the filing designation, SEC control number 0001085146-25-004385, and a list of holding entities. It discloses no share quantities, ownership percentages, acquisition dates, or comparative adjustments from prior filings. Accordingly, it reports zero activity regarding redemption behavior, trust distributions, extension proposals, business combination negotiations, or sponsor conduct. Why it matters: Because the text omits all numerical ownership data, it does not reveal whether these Bank of Montreal-affiliated holders have increased, reduced, or maintained their stake ahead of the announced business combination or as the 2027-06-06 deadline approaches. Without disclosed percentages or share counts, investors cannot gauge shifts in voting leverage, estimate redemption pressure from institutional positions, or evaluate capital allocation alignment with the Pantages Capital Acquisition sponsor. Reviewing the complete exhibit on EDGAR for the actual ownership table and amendment checkbox selections is required to determine if any structural or strategic change has occurred.
What changed: Amendment No. 1 to Schedule 14A (filed via Form 8-K DEFA14A), which is a routine proxy solicitation amendment correcting a clerical date error in the definitive proxy statement for an extraordinary general meeting. According to the Registrant, this filing restates the shareholder record date for the upcoming meeting from July 15, 2025, to July 10, 2025, to cure a typo in the original Proxy Statement. Per the company's disclosure, no amendments were made to the underlying proxy materials, meaning the redemption deadline, trust account balance, extension mechanics, pending business combination status, and sponsor conduct remain entirely unaltered. Additional substantive details confirmed in the filing include: the extraordinary general meeting is scheduled for August 5, 2025; the registrant’s former name was Shepherd Ave Capital Acquisition Corp (changed July 17, 2024); its SEC Standard Industrial Classification is 6770, identifying the sector as 05 Real Estate & Construction; three security classes trade on The Nasdaq Stock Market LLC under symbols AIFEU, AIFE, and AIFER; Class A ordinary shares carry a par value of $0.0001; and the principal executive office is located at 221 W 9th St #859, Wilmington, DE 19801. CEO William W. Snyder executed the amendment on July 18, 2025. Why it matters: This correction shifts the eligibility cutoff for receiving notice and casting ballots at the August 5, 2025 meeting, directly governing voter qualification windows rather than trust recovery amounts, redemption thresholds, or merger conversion timelines. Because the amendment leaves all substantive business combination proposals and shareholder rights intact, it carries zero impact on the trust per-share distribution mechanism or the company's de-spacification schedule. Monitoring the verified record date ensures investors align their internal tracking with statutory notice periods for voting materials, while confirming that management continues routine compliance operations without disclosing new strategic initiatives, partnership developments, or financial performance metrics.
What changed: A routine compliance exhibit: Amendment No. 1 to Schedule 14A filed via Form 8-K by Aifeex Nexus Acquisition Corporation. The company amended its definitive proxy statement for an extraordinary general meeting on August 5, 2025, to fix a record date typo. Filed on July 18, 2025, the amendment corrects the proxy statement originally dated July 17, 2025, changing the record date from the incorrect July 15, 2025, to July 10, 2025. The registrant formerly operated as Shepherd Ave Capital Acquisition Corp until renaming on July 17, 2024. Why it matters: The record date establishes which shareholders hold Class A ordinary shares on July 10, 2025, and are therefore entitled to receive notice of, attend, vote at, or seek redemption for their shares in connection with the proposed business combination at the August 5, 2025 meeting. As certified by the Registrant and signed by Chief Executive Officer William W. Snyder, no other changes were made to the proxy materials or the transaction mechanics. The correction ensures accurate administration of the shareholder vote without altering existing timelines or trust mechanics.
What changed: A Definitive Proxy Statement (DEF 14A) for an Extraordinary General Meeting scheduled for August 5, 2025, soliciting shareholder approval to change the company’s name from “Aifeex Nexus Capital Acquisition Corporation” to “Pantages Capital Acquisition Corporation,” adopt a Third Amended and Restated Memorandum and Articles of Association reflecting that name change, and authorize an adjournment of the meeting to facilitate further proxy solicitation if necessary. According to the Company, it has not identified a target, nor entered into any binding letter of intent or definitive agreement, and it previously warned investors against unauthorized entities claiming affiliation. To prevent misidentification, the Board proposes the corporate name change and governing document updates. The proxy discloses that initial shareholders collectively control 21.78% of outstanding ordinary shares and intend to vote all of them “FOR” the proposals. The registrant states the sponsor agreed to loan all name-change expenses, preserving current working capital. According to the filing, public shareholders retain the right to redeem Class A ordinary shares for cash from the trust account if a proposed business combination is approved or if the Company fails to consummate one by March 6, 2026 (or June 6, 2026, if a letter of intent, agreement in principle, or definitive agreement is executed by March 6, 2026). The Company reports that as of July 15, 2025, the trust account held approximately $88.46 million, invested exclusively in U.S. government securities maturing in 185 days or less or money market funds holding direct U.S. Treasury obligations. The proxy states redemption prices will equal the trust balance divided by the number of then-issued public shares, subject to a requirement that net tangible assets remain at least US$5,000,001 post-redemption. The filing further discloses that Nasdaq tickers would transition from “AIFEU,” “AIFE,” and “AIFER” to “PGACU,” “PGAC,” and “PGACR” upon approval. Why it matters: The Company’s confirmation of the March 6, 2026 base outside date (extendable to June 6, 2026) establishes the exact liquidation trigger for redemption positioning, while the Board’s assurance that management and acquisition criteria will not change maintains strategic continuity. The registrant’s reporting of the $88.46 million trust balance and its restriction to short-term U.S. Treasury instruments provides transparent visibility into available redemption funding. By stating that the sponsor will cover administrative costs and that insiders control 21.78% of the vote, the filing clarifies capital preservation measures and governance alignment ahead of the August 5 meeting. The explicit retention of Class A ordinary share redemption rights until the confirmed outside date allows investors to plan exits without awaiting a separate merger announcement.
combination deadlinenothing moved · 1 with no prior record of ours
- Combination deadline
- 2026-03-06 · unchanged
The clause …“public shares for cash from the trust account in the event a proposed initial business combination is approved and completed or the company has not consummated an initial business combination by March 6, 2026 (or June 6, 2026, as”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) for an extraordinary general meeting of Aifeex Nexus Acquisition Corporation to seek shareholder approval for a name change to 'Pantages Capital Acquisition Corporation' and an adjournment proposal. The SPAC proposes to change its name from 'Aifeex Nexus Acquisition Corporation' to 'Pantages Capital Acquisition Corporation' to avoid misidentification with unaffiliated third parties that were impersonating the company. The sponsor has agreed to loan expenses for the name change. There is no change to business strategy, management, acquisition criteria, or the business combination timeline. The filing includes a new Third Amended and Restated Memorandum and Articles of Association reflecting the new name. The meeting is scheduled for August 5, 2025, with a record date of July 15, 2025. The company confirms it has not identified a specific target or entered into any binding letter of intent or definitive agreement. Why it matters: This is an administrative filing with no impact on the SPAC's business combination prospects. The name change is a defensive measure against impersonation. The trust deadline per the charter is 15 months from IPO (March 6, 2026), extendable to 18 months (June 6, 2026) if a letter of intent is executed by March 6, 2026. No redemption rights are available in this vote. The sponsor and insiders, holding 21.78% of shares, will vote in favor. The filing confirms no deal is announced and no target has been identified.
What changed: Aifeex Nexus Acquisition Corporation's quarterly report on Form 10-Q for the quarter ended March 31, 2025, filed May 15, 2025 — not a PGAC/Pantages Capital Acquisition Corp filing, despite the prompt label. The filing covers a Cayman blank-check company formerly named Shepherd Ave Capital Acquisition Corporation, with tickers AIFEU/AIFE/AIFER. During Q1 2025 the company changed its name from Shepherd Ave Capital Acquisition Corporation to Aifeex Nexus Acquisition Corporation and its tickers from SPHAU/SPHA/SPHAR to AIFEU/AIFE/AIFER effective March 12, 2025. Trust Account assets increased from $86,518,878 to $87,415,481, and Class A shares subject to possible redemption were remeasured from $10.03 to $10.14 per share. Cash outside the trust fell from $533,006 to $273,472; working capital was $285,131; net income was $680,854, consisting of $896,603 trust interest income offset by $215,749 of costs. The company still has no target or business combination announced, the combination deadline remains March 6, 2026, or June 6, 2026 if a letter of intent or definitive agreement is signed before March 6, 2026, and there were no working capital loan borrowings, legal proceedings, or reportable subsequent events. Why it matters: This filing identifies the registrant as Aifeex, not Pantages/PGAC, so PGAC investors should not rely on these figures. For Aifeex holders, it establishes roughly $10.14 of trust value per public share as of March 31, 2025, confirms no deal progress or announced extension, and leaves less than a year to the stated March 6, 2026 deadline. Management also discloses substantial doubt about the company's ability to continue as a going concern, and rights would expire worthless if a business combination is not completed and the trust is redeemed.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.