PANTAGES CAPITAL SEC Filings

Pantages Capital Acquisition Corporation held an extraordinary general meeting where shareholders approved extending its deadline to complete an initial business combination. The deadline moves from June 6, 2026 to June 6, 2027, via up to twelve one‑month extensions. Each extension requires depositing $0.033 per public share, capped at $60,000 per month, into the trust account.

Shareholders also approved an amendment to the Investment Management Trust Agreement to implement this monthly extension structure. At the meeting, 9,563,965 of 11,025,500 ordinary shares outstanding as of the May 20, 2026 record date were represented, and the extension and trust amendments each passed with 6,715,557 votes for and 2,848,388 against. An adjournment proposal became moot after these approvals.

Pantages Capital Acquisition Corporation is calling a June 3, 2026 extraordinary general meeting to ask shareholders to extend the deadline to complete a business combination. The board proposes amending its charter and trust agreement so the current June 6, 2026 termination date can be pushed out monthly to June 6, 2027, for up to 12 additional months.

For each one‑month extension, the company would deposit into the trust account an amount equal to $0.033 per publicly sold Class A share, capped at $60,000 per month. Public shareholders can elect to redeem their shares for cash at about $10.57 per share based on approximately $91.1 million in the trust account as of May 20, 2026, regardless of how they vote. If the extension and trust amendments are not approved and no business combination closes by June 6, 2026, the SPAC will redeem all public shares and liquidate.

The proxy also reminds shareholders that Pantages has signed a Business Combination Agreement involving MacMines Austasia and Horizon Mining Limited, under which Pubco would issue 18,000,000 ordinary shares in a reorganization before merging with the SPAC, though this merger is not being voted on in this meeting.

Pantages Capital Acquisition Corporation is asking shareholders to approve a one-year, month-to-month extension of its deadline to complete an initial business combination from June 6, 2026 to June 6, 2027, subject to shareholder approval and deposited monthly payments into the trust account. The company will hold an Extraordinary General Meeting on June 3, 2026 where holders may vote and Public Shareholders may elect to redeem shares by June 1, 2026.

The Trust Agreement Amendment would require deposits of $0.033 per outstanding Public Share (up to $60,000 per one-month extension) to permit up to twelve one-month extensions. On the Record Date there were 11,025,500 ordinary shares outstanding (including 8,869,250 Class A and 2,156,250 Class B Founder Shares); Founder Shares represented approximately 19.6% of issued and outstanding Ordinary Shares.

Pantages Capital Acquisition Corporation, a Cayman Islands SPAC, reported net income of $353,407 for the three months ended March 31, 2026, driven by $786,309 of interest and dividend income on its Trust Account and offset by $432,902 of formation and operating costs.

Cash outside the Trust Account was $89,063 with a working capital deficit of $949,669, while $90,870,786 was held in the Trust Account invested in U.S. Treasury–focused money market funds. Management disclosed substantial doubt about the company’s ability to continue as a going concern, relying on related-party working capital loans totaling $863,500.

The company has until June 6, 2026 (the Combination Deadline) to complete its initial business combination with MacMines Austasia Pty Ltd and related entities. On April 14, 2026, the parties amended the Merger Agreement to remove the prior condition that Pantages have net tangible assets of at least $5,000,001 at closing. Disclosure controls and procedures were deemed not effective, and geopolitical conflicts were cited as potential risks to completing a transaction.

Pantages Capital Acquisition Corporation is asking shareholders to vote at an Extraordinary General Meeting on June 3, 2026 to (1) amend its charter to permit up to twelve one‑month extensions of the June 6, 2026 termination date through June 6, 2027, and (2) amend its trust agreement to permit each one‑month extension upon depositing $0.033 per public share (capped at $60,000 per month) into the IPO Trust Account.

The Board unanimously recommends approval; holders of Public Shares may elect cash redemption prior to the vote. On the Record Date, May 20, 2026, there were 11,025,500 ordinary shares outstanding (8,869,250 Class A and 2,156,250 Class B Founder Shares). The proxy explains redemption mechanics, delivery deadlines and voting thresholds (special resolutions require ≥ two‑thirds).

Pantages Capital Acquisition Corporation registered a Schedule 13G/A filing showing 758,757 common shares beneficially owned by Mizuho Financial Group, Inc. representing 8.6% of the class. The filing states sole voting and dispositive power over 758,757 shares and notes indirect ownership via a wholly owned subsidiary.

W.R. Berkley Corporation amended its Schedule 13G to report beneficial ownership of 874,411 Class A ordinary shares of Pantages Capital Acquisition Corporation, representing 9.9% of the class. The filing shows shared voting and dispositive power over these shares and lists affiliated entity Berkley Insurance Company.

Pantages Capital Acquisition Corporation filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2025. The amendment is limited to updating the CEO and CFO Section 302 certifications to restore required language about internal control over financial reporting that was inadvertently omitted.

The company did not change any financial statements or other disclosures from the original filing. As of March 2, 2026, it had 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares issued and outstanding. The amendment should be read together with the original report.