Pantages Capital Acquisition Corp Files 8-K
Ticker: PGACR · Form: 8-K · Filed: Nov 24, 2025 · CIK: 2030829
Sentiment: neutral
Topics: 8-K, material-agreement, name-change
TL;DR
Pantages Capital Acquisition Corp (PGAC) filed an 8-K on Nov 24 for a Nov 18 event. Details pending.
AI Summary
Pantages Capital Acquisition Corporation, formerly Aifeex Nexus Acquisition Corp. and Shepherd Ave Capital Acquisition Corp, filed an 8-K on November 24, 2025, reporting a material definitive agreement entered into on November 18, 2025. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.
Why It Matters
This filing indicates a significant event or agreement for Pantages Capital Acquisition Corporation, which could impact its future business operations and shareholder value.
Risk Assessment
Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement, without immediate details of significant financial risk or operational change.
Key Players & Entities
- PANTAGES CAPITAL ACQUISITION Corp (company) — Registrant
- AIFEEX NEXUS ACQUISITION CORP. (company) — Former Company Name
- Shepherd Ave Capital Acquisition Corp (company) — Former Company Name
- November 18, 2025 (date) — Date of earliest event reported
- November 24, 2025 (date) — Filing Date
FAQ
What is the nature of the material definitive agreement reported in the 8-K?
The filing does not specify the details of the material definitive agreement, only that one was entered into on November 18, 2025.
When was Pantages Capital Acquisition Corporation's name changed from Aifeex Nexus Acquisition Corp?
The date of the name change from Aifeex Nexus Acquisition Corp. was March 11, 2025.
What was Pantages Capital Acquisition Corporation's previous name before Aifeex Nexus Acquisition Corp?
Before being Aifeex Nexus Acquisition Corp., the company was named Shepherd Ave Capital Acquisition Corp, with a name change date of July 17, 2024.
Where is Pantages Capital Acquisition Corporation incorporated?
Pantages Capital Acquisition Corporation is incorporated in the Cayman Islands.
What is the SIC code for Pantages Capital Acquisition Corporation?
The Standard Industrial Classification (SIC) code for Pantages Capital Acquisition Corporation is 6770, which corresponds to Blank Checks.
Filing Stats: 3,891 words · 16 min read · ~13 pages · Grade level 20 · Accepted 2025-11-24 08:31:56
Key Financial Figures
- $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
- $12.50 — Pubco Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits
Filing Documents
- pgac_8k.htm (8-K) — 64KB
- pgac_ex21.htm (EX-2.1) — 613KB
- pgac_ex101.htm (EX-10.1) — 52KB
- pgac_ex102.htm (EX-10.2) — 58KB
- pgac_ex103.htm (EX-10.3) — 47KB
- pgac_ex104.htm (EX-10.4) — 96KB
- 0001929980-25-000738.txt ( ) — 1267KB
- pgac-20251118.xsd (EX-101.SCH) — 6KB
- pgac-20251118_lab.xml (EX-101.LAB) — 17KB
- pgac-20251118_cal.xml (EX-101.CAL) — 1KB
- pgac-20251118_pre.xml (EX-101.PRE) — 13KB
- pgac-20251118_def.xml (EX-101.DEF) — 6KB
- pgac_8k_htm.xml (XML) — 7KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement The Merger On November 18, 2025, Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (" Purchaser ") entered into a Business Combination Agreement by and among (i) Purchaser, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the " Company "), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (" Pubco "), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (" Merger Sub "); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of the Company (" Tenement SPV "); and (vi) Jincheng Yao, an individual (" Seller Representative ") (the " Merger Agreement "). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Purchaser (the " Merger "), with Purchaser surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Purchaser and Merger Sub being converted into the right to receive shares of Pubco as follows: Each issued and outstanding Purchaser Public Unit and Purchaser Private Unit shall be automatically detached, and the holder thereof shall be deemed to hold one Purchaser Class A Ordinary Share and one Purchaser Right. Each Purchaser Class A Ordinary Share for which a holder has exercised its right of Redemption shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding Purchaser Ordinary Shares shall be canceled and converted automatically into the right to receive one Pubco Ordinary Share. Each issued and outstanding Purchaser Right shall be automatically converted into the number of Pubco Ordinary Shares that would h
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 Purchaser, the Company, Pubco, Merger Sub, Tenement SPV, 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 Merger 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 Merger; (b) the outcome of any legal proceedings that may be instituted against the parties, or others following the announcement of the Merger and any definitive agreements with respect thereto; (c) the inability to complete the Merger due to the failure to obtain the approval of the shareholders of Purch
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 2.1* Merger Agreement, dated November 18, 2025 10.1 Seller Lock-Up Agreement 10.2 Seller Support Agreement 10.3 Sponsor Support Agreement 10.4 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and attachments to these documents have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon request. 7
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 24, 2025 8