Pantages Capital Acqusition CORP 8-K Filing
Ticker: PGACR · Form: 8-K · Filed: Nov 19, 2025 · CIK: 2030829
Sentiment: neutral
Filing Stats: 1,955 words · 8 min read · ~7 pages · Grade level 18.4 · Accepted 2025-11-19 07:34:37
Key Financial Figures
- $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
Filing Documents
- pgac_8k.htm (8-K) — 40KB
- pgac_ex991.htm (EX-99.1) — 18KB
- 0001929980-25-000723.txt ( ) — 213KB
- ea0263357-20251119.xsd (EX-101.SCH) — 6KB
- ea0263357-20251119_lab.xml (EX-101.LAB) — 18KB
- ea0263357-20251119_cal.xml (EX-101.CAL) — 1KB
- ea0263357-20251119_pre.xml (EX-101.PRE) — 13KB
- ea0263357-20251119_def.xml (EX-101.DEF) — 6KB
- pgac_8k_htm.xml (XML) — 8KB
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On November 19, 2025, Pantages Capital Acquisition Corporation, a publicly traded special purpose acquisition company (NASDAQ: PGAC) (" Pantages "), and MacMines Austasia Pty Ltd., a geological exploration and mining company (" MacMines "), issued a press release announcing that they have entered into a definitive business combination agreement (the " Merger Agreement ") with newly formed entities HORIZON MINING LIMITED (" Horizon Mining "), HORIZON MERGER 1 LIMITED (" Merger Sub "), and Horizon Mining SPV Pty Ltd (" Target "). A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Current Report on Form 8-K by reference. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. Additional Information and Where to Find It This Current Report on Form 8-K relates to a proposed business combination among Pantages, MacMines, Horizon Mining, Merger Sub, Target, and Jincheng Yao, an individual, in his capacity as Seller Representative under the Merger Agreement. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transactions contemplated by the Merger Agreement, Horizon Mining will file a registration statement on Form F-4 (as may be amended from time to time, the " Registration Statement ") that will include a preliminary proxy statement of Pantages and a registration statement/preliminary prospectus of Horizon
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among Pantages, MacMines, Horizon Mining, Merger Sub, Target, and Seller Representative. Forward-looking statements include information concerning the parties' possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the proposed transactions will generate returns for shareholders. These forward-looking statements are based on the parties' management's current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed transactions; (b) the outcome of any legal proceedings that may be instituted against the parties, or others following the announcement of the proposed transactions and any definitive agreements with respect thereto; (c) the inability to complete the proposed transactions due to the
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 99.1 Press Release, dated November 19, 2025 3
SIGNATURES
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: November 19, 2025 4