Pantages Capital (NASDAQ: PGAC) wins shareholder approval to extend SPAC merger deadline to June 2027

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

5 items: 1.01, 3.03, 5.03, 5.07, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Extension window: June 6, 2026 to June 6, 2027 Per-share extension deposit: $0.033 per public share Monthly deposit cap: $60,000 per extension +5 more

8 metrics

Extension window June 6, 2026 to June 6, 2027 Revised business combination deadline range

Per-share extension deposit $0.033 per public share Amount to trust account for each one-month extension

Monthly deposit cap $60,000 per extension Maximum trust contribution for each one-month extension

Maximum extensions 12 one-month periods Number of possible deadline extensions

Shares outstanding on record date 11,025,500 ordinary shares Issued and outstanding as of May 20, 2026

Class A shares 8,869,250 Class A shares Part of total ordinary shares as of May 20, 2026

Class B shares 2,156,250 Class B shares Part of total ordinary shares as of May 20, 2026

Votes for extension 6,715,557 shares For both extension and trust agreement amendments

Key Terms

Investment Management Trust Agreement, extraordinary general meeting, Extension Amendment Proposal, Trust Agreement Amendment Proposal, +1 more

5 terms

Investment Management Trust Agreement financial

"the Company entered into an Investment Management Trust Agreement, dated December 4, 2024"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

extraordinary general meeting regulatory

"On June 3, 2026, the Company’s shareholders approved, by special resolution, at the extraordinary general meeting"

Extension Amendment Proposal regulatory

"including (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal"

Trust Agreement Amendment Proposal regulatory

"including (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal"

Adjournment Proposal regulatory

"including (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal and (iii) the Adjournment Proposal"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

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Understanding 8-K Material Events →

06/09/2026 - 08:39 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

PANTAGES CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42425	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

221 W 9th St #859

Wilmington, DE 19801

(Address of principal executive offices)

302-235-3848

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share	PGACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PGAC	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share	PGACR	The Nasdaq Stock Market LLC

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment of Trust Agreement

On December 6, 2024, Pantages Capital Acquisition Corporation (the “Company”) consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated December 4, 2024 (the “Trust Agreement”), by and between the Company and Wilmington Trust, N.A., as trustee (the “Trustee”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-280986) for the Offering.

On June 3, 2026, at the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), the Company’s shareholders approved a proposal to amend the Trust Agreement to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 6, 2026 until June 6, 2027, by depositing into the trust account an amount equal to $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.

The foregoing summary of the amendment to the Trust Agreement is qualified in its entirety by reference to the full text of Amendment No. 1 to the Investment Management Trust Agreement by and between the Company and the Trustee, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 3, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from June 6, 2026 to June 6, 2027, on a month-to-month basis, for up to twelve (12) months. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 3, 2026, Pantages Capital Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) for purposes of voting on the proposals described below, including (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal and (iii) the Adjournment Proposal.

On May 20, 2026, the record date for the Extraordinary General Meeting (the “Record Date”), there were 11,025,500 ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) issued and outstanding, consisting of (i) 8,869,250 Class A ordinary shares and (ii) 2,156,250 Class B ordinary shares. At the Extraordinary General Meeting, proxies had been received representing 9,563,965 Ordinary Shares, or approximately 86.74% of the issued and outstanding Ordinary Shares as of the Record Date. The Ordinary Shares present at the Extraordinary General Meeting or represented by proxies filed at or before the Extraordinary General Meeting represented at least one-third of the total Ordinary Shares outstanding as of the Record Date and constituted a quorum for the transaction of business.

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Extraordinary General Meeting.

Extension Amendment Proposal

To consider and vote upon a proposal, by special resolution, to amend the Company’s Third Amended and Restated Memorandum and Articles of Association by adopting an amendment thereto to extend the date by which the Company must consummate a business combination from June 6, 2026 (the “Termination Date”) to June 6, 2027, on a month-to-month basis, for up to twelve (12) months after the Termination Date, assuming a business combination has not occurred.

The Extension Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	6,715,557				2,848,388				20				0

Trust Agreement Amendment Proposal

To consider and vote upon a proposal, by special resolution, to amend the Company’s Investment Management Trust Agreement, dated as of December 4, 2024, by and between the Company and Wilmington Trust, N.A., to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 6, 2026 until June 6, 2027, by depositing into the trust account an amount equal to $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.

The Trust Agreement Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	6,715,557				2,848,388				20				0

The Adjournment Proposal

To consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient.

The Adjournment Proposal received the following votes:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	7,600,782				1,963,163				20				0

Since there were sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the Adjournment Proposal was rendered moot and was not presented at the Extraordinary General Meeting.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
3.1		Form of Amendment to the Third Amended and Restated Memorandum and Articles of Association
10.1		Form of Amendment No. 1 to Investment Management Trust Agreement dated December 4, 2024, by and between the Company and Wilmington Trust, N.A..
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pantages Capital Acquisition Corporation

	/s/ William W. Snyder
	Name:	William W. Snyder
	Title:	Chief Executive Officer

Date: June 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Pantages Capital Acquisition Corporation (PGAC) shareholders approve on June 3, 2026?

Shareholders approved extending PGAC’s business combination deadline from June 6, 2026 to June 6, 2027 on a month‑to‑month basis. They also approved an amendment to the Investment Management Trust Agreement to implement this extension structure.

How will PGAC fund each one-month extension of its SPAC deadline?

For each one‑month extension, PGAC will deposit $0.033 per public share remaining outstanding after redemptions into its trust account, with a maximum contribution of $60,000 per extension month, according to the approved trust agreement amendment.

How many extensions can PGAC use to complete a business combination?

PGAC can extend its deadline up to twelve times, with each extension lasting one month. This allows the company to move the business combination deadline from June 6, 2026 to as late as June 6, 2027 if all twelve extensions are utilized.

What were the voting results for PGAC’s Extension Amendment Proposal?

The Extension Amendment Proposal received 6,715,557 votes for, 2,848,388 votes against, and 20 abstentions. These results reflect approval by shareholders to amend PGAC’s memorandum and articles of association to permit monthly extensions of the business combination deadline.

How many PGAC shares were entitled to vote and how many were represented?

As of the May 20, 2026 record date, 11,025,500 ordinary shares were issued and outstanding. At the extraordinary general meeting, proxies representing 9,563,965 ordinary shares were received, constituting approximately 86.74% of the issued and outstanding shares.

Was PGAC’s adjournment proposal acted upon at the extraordinary meeting?

An adjournment proposal received 7,600,782 votes for, 1,963,163 against, and 20 abstentions. However, because shareholders had already approved the extension and trust agreement amendment proposals, the adjournment proposal was rendered moot and was not presented for action.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 FORM OF AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT DATED DECEMBER 12.8 KB