PANTAGES CAPITAL Stock Price, News & Analysis

Pantages Capital Acquisition Corporation (NASDAQ: PGAC) is a publicly traded special purpose acquisition company, also known as a blank check company. According to its public disclosures, Pantages was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Pantages is incorporated in the Cayman Islands and its securities are listed on The Nasdaq Stock Market LLC. The company’s capital structure includes Class A ordinary shares with a par value of $0.0001 per share trading under the symbol PGAC, and rights trading under the symbol PGACR, with each whole right entitling the holder to acquire one-fifth of one Class A ordinary share, as described in its SEC filings.

Business purpose as a blank check company

As a blank check company, Pantages does not describe an operating business of its own. Instead, its stated objective is to identify and complete a business combination with an operating company. Its public filings explain that this may take the form of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar transaction involving Pantages and one or more businesses.

The company’s disclosures indicate that it is an emerging growth company, which allows it to take advantage of certain reporting accommodations under U.S. securities laws. Pantages has also stated in its filings that it intends to keep current and timely file its public reports and comply with applicable securities laws in connection with its business combination efforts.

Proposed business combination with MacMines Austasia Pty Ltd and Horizon Mining

According to a press release and related Form 8-K filings, Pantages announced that it entered into a Business Combination Agreement with MacMines Austasia Pty Ltd, a geological exploration and mining company, and newly formed entities HORIZON MINING LIMITED (Pubco), HORIZON MERGER 1 LIMITED (Merger Sub), and Horizon Mining SPV Pty Ltd (Tenement SPV/Target). The transaction documentation refers to this structure as a merger and related transactions (the “Mergers” or “Transactions”).

Under the Merger Agreement described in the Form 8-K, Merger Sub will merge with and into Pantages, with Pantages surviving the merger as a wholly owned subsidiary of Pubco. The outstanding securities of Pantages and Merger Sub are to be converted into the right to receive ordinary shares of Pubco, subject to the detailed terms set forth in the Merger Agreement. The filings explain that each issued and outstanding public and private unit of Pantages will be automatically detached into one Class A ordinary share and one right, and that remaining Class A ordinary shares (other than redeemed shares) will be converted into Pubco ordinary shares.

The press release states that upon completion of the transaction, shares of the combined company are expected to trade on the Nasdaq Capital Market or the Nasdaq Global Market, subject to stock exchange approval. It also notes that MacMines will receive ordinary shares of Horizon Mining and Target, and that Pantages will become a wholly owned subsidiary of Horizon Mining. Existing Pantages public shareholders who do not redeem are expected to roll over their Class A ordinary shares into shares in the combined company, as described in the announcement.

The transaction has been unanimously approved by the boards of directors of Pantages and MacMines, according to the press release. Completion remains subject to customary closing conditions, including shareholder approvals for both Pantages and MacMines, regulatory and stock exchange approvals, and satisfaction of other conditions detailed in the Merger Agreement. The Form 8-K notes that the Merger Agreement may be terminated under specified circumstances, including if closing conditions are not satisfied or waived by a stated outside date, or if required approvals are not obtained.

Key contractual and governance arrangements

Pantages’ Form 8-K describes several related agreements entered into in connection with the Merger Agreement. These include:

• A Seller Lock-Up Agreement, under which a portion of the securities of Pubco held by the Company (MacMines or its designated entity) will be subject to transfer restrictions for a defined period after closing, with the lock-up period ending on the earlier of a specified time after closing or the achievement of a share price threshold for Pubco ordinary shares.
• A Seller Support Agreement, under which the Company agrees, among other things, not to transfer certain shares and to vote its Pubco ordinary shares in favor of the Merger Agreement, the mergers, and related transactions, with the agreement terminating upon closing, termination of the Merger Agreement, or written agreement of the parties.
• A Sponsor Support Agreement, under which the sponsor of Pantages agrees, among other things, not to transfer certain Pantages ordinary shares and to vote those shares in favor of the Merger Agreement, the mergers, and related transactions, subject to customary termination provisions.
• A contemplated Registration Rights Agreement, under which Pubco will agree, following closing, to file registration statements to register the resale of certain securities under the Securities Act, provide “piggyback” registration rights, and, in some circumstances, file a resale shelf registration statement. Pubco is expected to bear certain registration expenses and provide indemnification as described in that agreement.

The Form 8-K also notes that the representations and warranties made by Pantages, Pubco, Merger Sub, MacMines, and Tenement SPV in the Merger Agreement relate to matters such as organization and standing, governmental approvals, capitalization, SEC reports, compliance with laws, tax matters, status under the Investment Company Act and JOBS Act, and other customary topics. These representations and warranties generally do not survive closing, as described in the filing.

Regulatory and shareholder process

The press release and Form 8-K explain that the proposed transaction will be submitted to shareholders of both Pantages and MacMines for their consideration. Horizon Mining (Pubco) intends to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission, which will include a proxy statement/prospectus for Pantages shareholders. After the registration statement is declared effective, a definitive proxy statement/prospectus and other relevant documents are expected to be mailed to Pantages shareholders as of a record date established for the shareholder vote.

The filings emphasize that investors and security holders are advised to read the registration statement, proxy statement/prospectus, and other documents filed with the SEC in connection with the proposed transactions when they become available, as these documents will contain important information about Pantages, MacMines, Horizon Mining, and the proposed business combination.

Trading information and corporate structure

According to the SEC filings, Pantages is a Cayman Islands exempted company with its Class A ordinary shares listed on The Nasdaq Stock Market LLC under the symbol PGAC. Rights to acquire one-fifth of one Class A ordinary share are listed under the symbol PGACR. The company identifies itself as an emerging growth company and a blank check company focused on completing a business combination.

Following the contemplated merger, Pantages is expected to become a wholly owned subsidiary of Horizon Mining Limited, a Cayman Islands exempted company, with the combined company’s shares anticipated to trade on a Nasdaq market, subject to approvals and closing of the transaction. Until completion, Pantages continues to function as a special purpose acquisition company pursuing this transaction under the terms of the Merger Agreement.

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